IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.806 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1300 OF 2008 MOHINI ORLEANS PRIVATE LIMITED …Petitioner/ Transferor Company WITH COMPANY PETITION NO.805 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1301 OF 2008 MOHINI ORGANICS PRIVATE LIMITED …Petitioner/ Transferee Company. In the matter of the Companies Act, 1956 (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 MOHINI ORLEANS PRIVATE LIMITED with MOHINI ORGANICS PRIVATE LIMITED. Mr. Anil Agarwal for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in CP No.806 of 2008. 1 Mr. M. S. Bhardwaj and Ms. Anamika Malhotra i/b Mr. S. K. Mohopatra for Regional Director in both Petitions. CORAM: A. M. KHANWILKAR, J. DATE : 12 th DECEMBER, 2008 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 MOHINI ORLEANS PRIVATE LIMITED with MOHINI ORGANICS PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners has 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. However, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Official Liquidator has filed report in Company Petition No.806 of 2008 stating therein that the affairs of the Transferor 2 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 placed on record, 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 has come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.806 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.805 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies 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. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director in both the Petitions and to the Official Liquidator by the Petitioner in the Company Petition No.806 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from the date of the Order. 10. Filing and issuance of the drawn up order is dispensed with. 3 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J.) 4