1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.439 OF 2008 WITH COMPANY APPLICATION NO.615 OF 2008 Ahilya Trading Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.440 OF 2008 WITH COMPANY APPLICATION NO.616 OF 2008 Jyotsni Leasing & Finance Pvt.Ltd.... Petitioner WITH COMPANY PETITION NO.441 OF 2008 WITH COMPANY APPLICATION NO.617 OF 2008 Mudita Finvest Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.442 OF 2008 WITH COMPANY APPLICATION NO.618 OF 2008 Sheela Garware Investments Consultants Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.443 OF 2008 WITH 2 COMPANY APPLICATION NO.619 OF 2008 Sarita Garware Investments Consultants Pvt.Ltd. .. Petitioner Mr.Rajesh Shah i/b. Rajesh Shah & Co. for petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.No.439 of 2008 to 442 of 2008 Ms.Purnima Awasthi i/b. Mr.S.K.Mohapatra for R.D. in all petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . 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 Ahilya Trading Pvt.Ltd. and Jyotsni Leasing and Finance Pvt.Ltd. and Mudita Finvest Pvt.Ltd. and Sheela Garware Investments Consultants Pvt.Ltd., the transferor companies with Sarita Garware 3 Investments Consultants Pvt.Ltd., the transferee Company and their respective shareholders and creditors. 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 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 affidarvit 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.439 of 2008 to 442 of 2008 4 stating therein 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. Upon perusal of the entire material placed on records, 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. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholdes, creditors and the public and the official liquidator has stated that the affairs of the transferor companies 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 Nos.439 of 5 2008 to 442 of 2008 filed by the Transferor Companies is made absolute in terms of prayer clauses (a) to (d) of the respective petitions. Company Petition No.443 of 2008 filed by the Transferee Company is made absolute in terms of prayer clause (a) to (c). 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 all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director in all the petitions and to the Official Liquidator by the petitioner in the Company Petition No.439 of 2008 to 442 of 2008 filed by the Transferor Companies. Costs to be 6 paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)