IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 163 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 151 OF 2010 A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 164 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 152 OF 2010 SHARPLEX FILTERS (INDIA) PRIVATE LIMITED … Petitioner/Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petitions under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN A AND J HEAT TRANSFER SYSTEMS PRIVATE LIMITED …Transferor Company AND SHARPLEX FILTERS (INDIA) PRIVATE LIMITED .......Transferee Company Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioners 2 Mr. M.S. Bharadwaj i/b Mr. S. K. Mohopatra for Regional Director in all the Petitions Mr. P. Ramarao, Official Liquidator present in CSP Nos. 163 of 2010 CORAM: S. J. Kathawalla, J DATE: 30th April, 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between A And J Heat Transfer Systems Private Limited, the Transferor Company with Sharplex Filters (India) Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No. 163 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 3 6. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 163 of 2010 and Company Scheme Petition No.164 of 2010 are made absolute in terms of prayer clauses (a) to (j) of the respective Petitions. 8. The Transferee Company to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioner Companies in both the Petitions to pay cost of Rs.7,500/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No 163 of 2010 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay, towards his cost. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.J. Kathawalla, J.)