IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 225 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 193 OF 2010 DEE CEE Steel Industries Private Limited …Petitioner/Transferor Company WITH COMPANY SCHEME PETITION NO. 226 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 194 OF 2010 G L Engineering Industries Private Limited…Petitioner/Transferee Company IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of the Scheme of Amalgamation of DEE CEE STEEL INDUSTRIES PRIVATE LIMITED with G L ENGINEERING INDUSTRIES PRIVATE LIMITED. Mr. Yogesh Adhia for the Petitioners Mr. P. Ramarao, Dy. Official Liquidator in C.P. No 225 of 2010. Mr. Aashish Agarwal, i/b Mr. S. K Mohapatra for the Regional Director in both Petitions. CORAM : S. J. VAZIFDAR, J DATE : 6th August 2010 2 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of DEE CEE Steel Industries Private Limited with G L Engineering Industries Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Company also undertakes to comply with all other 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 affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Petition No. 225 of 2010 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without winding up. 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. 3 7. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clauses (a) to (g) of the respective Petitions. 8. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order 9. The Petitioner in Company Petition No. 225 of 2010 to pay cost of Rs. 10,000/- each to the Regional Director and the Official Liquidator. The Petitioner in Company Petition No. 226 of 2010 to pay cost of Rs. 10,000/- to the Regional Director. 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 and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J)