IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.734 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1175 OF 2008 Hoerbiger India Manufacturing Exports Private Limited. ....Petitioner/Transferor Company AND COMPANY PETITION NO.735 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1176 OF 2008 Hoerbiger India Private Limited. ....Petitioner/Transferee Company In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Hoerbiger India Manufacturing Exports Private Limited with Hoerbiger India Private Limited Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Mr. S. Ramakantha, Deputy Official Liquidator in Company Petition No.734 of 2008. Ms. Neeta Masukar and Mr. P. Khosla i/b S. K. Mohapatra for Regional Director in both Petitions. CORAM: A. M. KHANWILKAR J DATE: 17th OCTOBER, 2008 PC: 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 the Scheme of Amalgamation of Hoerbiger India Manufacturing Exports Private Limited, the Transferor Company with Hoerbiger India Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have 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, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However, in paragraph 6 of the said affidavit, the Regional Director has stated that the Transferee Company may be directed to comply with the provisions of Section 17 of the Companies Act, 1956 in respect of filing of necessary forms 2 with the Registrar of Companies. The Counsel appearing for the Petitioners undertakes that the Transferee Company will comply with the requirement of provisions of section 17 of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies. The said undertaking is accepted. 5. The Official Liquidator has filed report stating that all the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clause (a) to (d) in Company Petition No.734 of 2008 filed by the Transferor Company and prayer clause (a) to (c) in Company Petition No.735 of 2008 filed by the Transferee Company. 3 8. The Petitioner Companies to lodge 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 authenticated and/or certified copy of this Order. 9. The Petitioner in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Petitioner in Company Petition No.734 of 2008 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.7,500/-. 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 along with scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR, J) 4