IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.764 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1207 OF 2008 PENTAGON ELECTRONICS PRIVATE LIMITED …Petitioner / Transferor Company WITH COMPANY PETITION NO.765 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1206 OF 2008 GLOBATRONIX (BOMBAY) PRIVATE LIMITED …Petitioner / Transferee Company In the matter of Scheme of Amalgamation between Pentagon Electronics Private Limited and Globatronix (Bombay) Private Limited and their respective shareholders. Ms. Alpana Ghone with Najama Shaikh i/b Vigil Juris for the Petitioners Mr. S. Ramakantha, Dy. Official Liquidator, in C. P. No.764 of 2008. Mr. D. A. Dubey and Ms. Anamika Malhotra i/b. Mr. S. K. Mohopatra for the regional Director in both the Petitions. 1 CORAM: A. M. Khanwilkar, J. Date : 12 th December 2008 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Pentagon Electronics Private Limited, the Transferor Company with Globatronix (Bombay) Private Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Petioner Companies also undertake to comply all statutory requirement, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed an affidavit stating that the, the Petitioner Companies are SEZ Unit. Hence scheme may be considered by this Hon’ble High Court on its merits subject to approval of the concerned competent authorities. 2 5. The learned counsel for the Petitioner companies stated that, the Companies undertake to comply with the directions and procedure of the competent authority of the SEZ. 6. The Official Liquidator has filed an Affidavit in Report in the Company Petition No.764 of 2008 stating that the affairs of the Transferor Company has been conducted in a proper manner and the Transferor company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and neither violates any provision of law and nor contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme as proposed is not prejudicial to the interest of shareholders and public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 8. There is no objection to the Scheme, save and except stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No. 764 of 2008 filed by the Transferor Company s made absolute in terms of Prayer Clause (a) to (g) an that the Company Petition No.765 of 2008 filed by the Transferee Company is made absolute in 3 terms of prayer clauses (a) to (g), subject to the approval of the concerned competent authorities of SEZ. 9. the Petitioner Company 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. 10. The Petitioners in both the Company Petitions to pay cost of Rs. 7500/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition No.764 of 2008 filed by the Transferor Company. 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, Bombay. (A. M. Khanwilkar, J) 4