1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.779 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.908 OF 2008 PRATIBHA INDUSTRIES LIMITED …Petitioner / Demerged Company / Transferee Company AND COMPANY PETITION NO.780 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.909 OF 2008 PRATIBHA SHAREHOLDING PRIVATE LIMITED …. Petitioner / First Transferor Company. AND COMPANY PETITION NO.781 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.910 OF 2008 ONE METRO INDIA PRIVATE LIMITED .... Petitioner / Second Transferor Company. AND COMPANY PETITION NO.782 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.911 OF 2008 PRATIBHA PIPES & STRUCTURAL LIMITED .... Petitioner / Resulting Company. 2 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement and Amalgamation between Pratibha Industries Limited (‘the Demerged Company’ or ‘the Transferee Company’ ) and Pratibha Shareholding Private Limited (‘the First Transferor Company’) and One Metro India Private Limited (‘the Second Transferor Company’) and Pratibha Pipes & Structural Limited (‘the Resulting Company’) and their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in CP No.780 and 781 of 2008 is present. Ms. Heena Shah and Ms. Anamika Malhotra i/b Mr. S. K. Mohapatra for Regional Director in all Petitions. CORAM: A. M. Khanwilkar J DATE : 17th day of October, 2008 3 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Composite Scheme of Arrangement and Amalgamation between Pratibha Industries Limited, 'the Demerged Company' or ‘the Transferee Company’ and Pratibha Shareholding Private Limited, ‘the First Transferor Company’ and One Metro India Private Limited, ‘the Second Transferor Company’ and Pratibha Pipes & Structural Limited, ‘the Resulting Company’ and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 4 5. The Official Liquidator has filed his report in Company Petition No.780 and 781 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.780 and 781 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions. Company Petition No.779 and 782 of 2008 filed by the Transferee Company and the Resulting Company respectively are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 5 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioners in the Company Petition No.780 and 781 of 2008 filed by the Transferor Companies. 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 along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)