: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.196 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1324 OF 2007 In the matter of Companies Act, 1956 (1 of 1956) ; In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of scheme of Amalgamation of between US Electronics Pvt. Ltd.and US Insulators Pvt. Ltd.and US Appliances Pvt. Ltd. and US Speakers Pvt.Ltd. and US Magnets Pvt.Ltd.and their respective Shareholders. US Electronics Pvt. Ltd. ....Petitioner Company WITH COMPANY PETITION NO.197 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1325 OF 2007 US Insulators Pvt. Ltd. ....Petitioner Company WITH COMPANY PETITION NO.198 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1326 OF 2007 US Appliances Pvt. Ltd. ....Petitioner Company WITH COMPANY PETITION NO.199 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1327 OF 2007 US Speakers Pvt. Ltd. ....Petitioner Company WITH : 2 : COMPANY PETITION NO.200 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1328 OF 2007 US Magnets Pvt. Ltd. ....Petitioner Company Mr.Hemant Sethi with Ms.Deepti Mohan and Mr.Arpan Sarkar ib Paras Kuhad & Associates for the Petitioner. Mr.C.J. Joy for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 17TH JANUARY, 2009. P.C. : 1. The Petitioners seek sanction in respect of the scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. 2. The first four Petitions are filed by the transferor companies. The last Petition is filed by the transferee company. 3. That the entire procedure has been followed, is not in dispute. There is no objection from the Regional Director, who has filed an affidavit stating that the scheme is not prejudicial to the interests of the creditors, shareholders and public. The Official Liquidator has also filed an affidavit wherein he states that the affairs of the transferor companies have not been conducted in a manner prejudicial to its : 3 : members. 4. The Official Liquidator however has invited my attention to the report of the Chartered Accountant. The report states that the scheme is to avoid capital gain tax and stamp duty and that the scheme is therefore not in the public interest. I am unable to agree. 5. The transferor companies are fully owned the subsidiaries of the transferee company. The proposed scheme of the amalgamation is undoubtedly to bring all the companies under a common management substantially reducing the over heads of each of the companies and streamlining the management and affairs of the company. The mere fact that the directors and the management are common would not militate against the Petitioner’s contention in this regard. The directors and the management are only some of the aspects in the running of any company. There are various other overheads and expenses to be considered such as maintenance of accounts, provision of the premises and staff. There is no attempt to evade any capital gains. 6. It stamp duty is payable, needless to state that it will be paid. : 4 : 7. Thus, I do not see any reason to reject the scheme. In the circumstances, the above Petitions are allowed as prayed. 8. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 9. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.