1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.739 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.706 OF 2010 Precise Labels & Papers Limited …Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.740 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.707 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of – Precise Labels & Papers Limited with Rushabh Investment Private Limited. Rushabh Investment Private Limited. …Petitioner/ Transferee Company Mr. Sanjay Udeshi i/b M/s Sanjay Udeshi & Co, Advocate for the Petitioners in both Petitions. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi, for the Regional Director in both Petitions Dr. T. Pandian, Official Liquidator present in C.S.P. No.739 of 2010. Coram: S. J. Vazifdar, J. Date : 6th May, 2011 2 P.C.: 1. Heard Counsel for the parties. 2. The sanction of the court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Precise Labels & Papers Limited, Transferor Company with Rushabh Investment Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the court. Moreover, the Petitioner Companies through their counsel undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed his report stating therein 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. 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 3 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, both the Petitions are made absolute in terms of prayer Clause (A) 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 (O.S.), 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 this Order. 9. Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No.739 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)