IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 786 OF 2009. CONNECTED WITH COMPANY APPLICATION NO. 881 OF 2009. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of HIGHTEMP TECHMAT PRIVATE LIMITED with HIGHTEMP FURNACES LIMITED. HIGHTEMP TECHMAT PRIVATE LIMITED ............Petitioner /Transferor Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. Mr. P. Ramarao, Official Liquidator present. CORAM: S. J. Kathawalla, J. DATE: 26th February, 2010 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 Scheme of Amalgamation of HIGHTEMP TECHMAT PRIVATE LIMITED, the Transferor Company with HIGHTEMP FURNACES LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Company is a wholly owned subsidiary of the Transferee Company. He further states that in view of the Judgment in the case of Mahaamba Investment Limited v/s IDI Limited [(2001) 105 Company Cases page 16 to 18 ],filing of separate Application and Petition of the Transferee Company has been dispensed with by order dated 28th August, 2009 passed by this Court in Company Application No. 881 of 2009. 4. Counsel appearing on behalf of the Petitioners has further 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit the Scheme dose not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit the Regional Director states that :- “That the Depondent further submits that the Transferee Compony has violated the 2 provisions of section 297 of the Companies Act, 1956 and vide its affidavit dated 5th February, 1010 has undertakes to file Application for Compouding of the said offence.” 6. So far as above objection is concerned, the counsel for the Petitioners submits that the Transferee Company has already filed its Affidavit in the office of the Regional director and in the said Affidavit, the Transferee Company has undertaken to file an Application for Compounding of the said offence. The counsel for the Petitioner on behalf of the Transferee Company further stated that the Transferee Company will go for compounding the offence or suffer the consequences prescribed under the law. 7. The Official Liquidator has filed a report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a) to (j) of the Petition. 3 10.The Petitioner Company 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 adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11.The Petitioner to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12.Filing and issuance of the drawn up order is dispensed with. 13.All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4