-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.307 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.321 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of (1) Shaw Wallace & Company Limited (2) Primo Distributors Private Limited with United Spirits Limited and their respective shareholders. Primo Distributors Private Limited ... Petitioner Company Ms Alpana Ghone i/b Kanga & Company, Advocates for Petitioner. Mr.C.J.Joy i/b S.K. Mohapatra for the Regional Director. Mr.S. Ramakanth, Dy. Official Liquidator. CORAM : S.A.Bobde,J. DATE : 18th July, 2008. P.C. -: 2 :- 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of (1) Shaw Wallace & Company Limited and (2) Primo Distributors Private Limited (the Petitioner/Transferor Company No.2) with United Spirits Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner have stated that they have compiled with all requirements as per directions of this court and they have filed necessary Affidavits of compliance in the court. Moreover, Petitioner Company also undertakes 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 interests of Creditors and Shareholders and public. 5. The Official Liquidator has filed his Report stating therein that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. -: 3 :- 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the scheme, and since all the requisite statutory compliances have been fulfilled, Company Petition No.307 of 2008 is made absolute in terms of prayer Clauses (a) to (i). The scheme is sanctioned subject to orders to be passed by Hon’ble Calcutta High Court and Hon’ble High Court of Karnataka. 8. The Petitioner Company to lodge copy of this order with the Registrar of Companies, Maharashtra, Mumbai and also 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. -: 4 :- 9. The Petitioner Company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator. 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 alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S.A. Bobde, J.)