1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 738 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 761 OF 2010 In the matter of Section 391 & 394 of Companies Act, 1956 And In the matter of Scheme of Amalgamation of Radio Components & Transistors Company Limited with Indokem Limited and their respective shareholders. Radio Components & Transistors Company Limited...............Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Dr. T. Pandian Official Liquidator present. . Mr. C.J Joy and Mr. Abhijit Desai, i/b H.P. Chaturvedi for the Regional Director. CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH, 2011 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 Scheme of Amalgamation of Radio Components & Transistors Company Limited, the Transferor Company with Indokem Limited, the Transferee Company and their Respective Shareholders. 2 3. The Counsel for the Petitioner submits that the Petitioner Company is 100% subsidiary of Indokem Limited, the Transferee Company and that by an order passed by this Court in Company Summons for Direction No 761 of 2010 on 26th November 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with.. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner 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. 5. 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. 6. The Official Liquidator has filed his report stating therein that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Petitioner/Transferor Company may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition is made absolute in terms of prayer Clause (a) of the Petition. 9. The Petitioner 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 3 adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 10. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director and also to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. VAZIFDAR, J)