IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.766 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.994 OF 2008 IN THE MATTER OF: Sections 391 to 394 of the Companies Act, 1956. AND IN THE MATTER OF: Scheme of Amalgamation between Lotus Trading Corp Limited, a Company incorporated under the provisions of Companies Act, 1956, having its Registered Office at B-103, Aangi Building, “B” Wing, Sanghvi Nagar, Mira Bhayender, Mira Road (E), Thane 401 017 (100% subsidiary of NED Energy Limited, the Transferee Company) and NED Energy Limited, a Company incorporated under the provisions of Companies Act, 1956, having its Registered Office at 213, Sabari Kachgam, Daman - 396210 Lotus Trading Corp. Ltd. ….PETITIONER Mr.Umang Jaju i/b D. H. Law Associates for the Petitioner Mr. M. S. Bhardwaj and Ms. Neesha Valani i/b Mr. S. K. Mohopatra for Regional Director. Mr. S. Ramakantha, Dy. Official Liquidator. 1 Coram : A. M. Khanwilkar, J. Dated:- 12 th December, 2008 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation between Lotus Trading Corp. Ltd and NED Energy Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners states that the Petitioner / Transferor Company is a 100% subsidiary of the Transferee company and by an order dated 27th June, 2008 passed by the Court in Company Application No. 994 of 2008, the filing of separate Application and Petition by the Transferor company was dispensed with. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of the Court and they have filed necessary affidavits of compliance in this Court. Moreover the Petitioner Company also undertakes to comply with all statutory requirements, if any as 2 required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 6. The Official Liquidator has filed report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Transferor company may be ordered to be dissolved. 7. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled, the Company Petition No.766 of 2008 is made absolute in terms of prayers clauses (a) to (f) of the Petition. 3 9. The Transferee Company to lodge a copy of this order and the Scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, if any, on the same within 30 days of obtaining the authenticated and/ or certified copy of the Order. 10. The Petitioner Company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within 4 weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order duly authenticated by Company Registrar, High Court Bombay. (A. M. Khanwilkar J.) 4