IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.382 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR CONNECTION NO.378 OF 2010 HOPE GASES LTD. ..Petitioner (1st Transferor Company) AND COMPANY SCHEME PETITION NO.383 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR CONNECTION NO.379 OF 2010 PRANAV CONSTRUCTION EQUIPMENTS PVT. LTD. .. Petitioner (2nd Transferor Company) WITH COMPANY SCHEME PETITION NO.384 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR CONNECTION NO.380 OF 2010 PRANAV CONSTRUCTION SYSTEMS PVT. LIMITED .. Petitioner (Transferee Company) In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Amalgamation of HOPE GASES LIMITED (1ST TRANSFEROR COMPANY) AND PRANAV CONSTRUCTION EQUIPMENTS PVT. LTD. (2ND TRANSFEROR COMPANY) WITH PRANAV CONSTRUCTION SYSTEMS PRIVATE LIMITED (TRANSFEREE COMPANY) Mr. Sandeep Kumbhar i/b, Mrs. Anita Murgude, Advocate for the Petitioner in all the Petitions. Mr. C. J. JOY with Mr. Anurag Gokhale i/b Mr. S. K. Mahapatra for Regional Director in all the Petitions. Dr. T. Pandian, Dy. Official Liquidator present in C.S.P. No.382 of 2010 and 383 of 2010. CORAM: S.J. KATHAWALLA, J DATE: 1st October, 2010 PC: 1. Heard learned Counsel for 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 HOPE GASES LIMITED, the 1st Transferor Company and PRANAV CONSTRUCTIONS 2 EQUIPMENTS PVT. LTD., the 2nd Transferor Company with PRANAV CONSTRUCTIONS SYSTEMS PRIVATE LIMITED, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein the Scheme does not appear to be prejudicial to the interest of the shareholders and Public. The Counsel for the Regional Director submits that there is non compliance of the provisions of Section 383A of the Companies Act, 1956 by the Transferee Company. As regards to the violation U/s. 383 of the Companies Act, the Counsel for the Petitioner states that it is always open to the Regional Director/Registrar of Companies to adopt such 3 proceedings in accordance with the law in regard to the aforesaid violation against the Petitioner Company. 5. The Official Liquidator has filed report in Company Petitions No.382 of 2010 and 383 of 2010 stating 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. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 382 of 2010 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (k) to the petition and Company Petition No. 383 of 2010 filed by the Second Transferor Company is also made absolute in terms of prayer clauses (a) to (k) to the petition and Company Petition No. 384 of 2010 filed by Transferee Company is also made absolute in terms of prayer clause (a) to (k) to the petition. The Regional Director/Registrar of Companies are at liberty to 4 adopt such proceedings in accordance with law for aforesaid violation against the Petitioner Company and its Directors and the Petitioner Company and its Directors have right to defend such proceedings in accordance with law. 8. The Transferee Company to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Petitioners in Company Scheme Petition Nos. 382 of 2010 and 383 of 2010 to pay a sum of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 5 11. All concerned authorities to act on a copy of this order alongwith Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 6