IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 197 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 120 OF 2011 HBL PLASTICS LIMITED … Petitioner /First Transferor Company AND COMPANY SCHEME PETITION NO.198 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 121 OF 2011 MANISHA POLYFILM PRIVATE LIMITED … Petitioner /Second Transferor Company AND COMPANY SCHEME PETITION NO. 199 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 122 OF 2011 MAHAL PLASTICS AND FIBRES PRIVATE LIMITED … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN HBL PLASTICS LIMITED (HPL) …First Transferor Company 2 AND MANISHA POLYFILM PRIVATE LIMITED (MPPL) …Second Transferor Company AND MAHAL PLASTICS AND FIBRES PRIVATE LIMITED (MPFL) …Transferee Company Mr. NaserAli Rizvi i/b Thakore Jariwala & Associates, Advocates for Petitioners in all Petitions. Mr. C.J. Joy a/w H.P. Chaturvedi for Regional Director in all the Petitions. Dr. T. Pandian, Official Liquidator present in Court in CSP Nos. 197 & 198 of 2011 Coram: S. J. Vazifdar, J. DATE: 6th May, 2011 PC: 1. Heard 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 HBL Plastics Limited, the First Transferor Company and Manisha Polyfilm Private Limited, the Second Transferor Company with Mahal Plastics And Fibres Private Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Companies with the Transferee Company. 3. The 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. 3 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 Nos. 197 of 2011 and 198 of 2011 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Companies 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 not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 197 of 2011, Company Scheme Petition No. 198 of 2011 and Company Scheme Petition No. 199 of 2011 are made absolute in terms of prayer in 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. 4 9. The Petitioner Companies in all the Petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 197 of 2011 and 198 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from the date of the order. 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 of Bombay. (S.J. Vazifdar, J.)