IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.185 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.202 OF 2009 GANGA INVESTMENTS PRIVATE LIMITED …PETITIONER /TRANSFEROR COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF GANGA INVESTMENTS PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN GANGA INVESTMENTS PRIVATE LIMITED WITH BANCO PRODUCTS ( INDIA ) LIMITED Mr.Nimish Pandya i /b Pandya & Co for the Petitioner. Ms. Bharti Mahant and Heena P. Shah i/b Mr. S.K.Mohapatra & Co, for Regional Director Mr. M. Chandanamuthu, Dy.Official Liquidator, present 1 CORAM: S. J. KATHAWALLA J. DATE : 13TH AUGUST, 2009 PC: 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 the Scheme of Amalgamation between GANGA INVESTMENTS PRIVATE LIMITED WITH BANCO PRODUCTS (INDIA ) LIMITED . 3. The Counsel appearing on behalf of the Petitioner Company states that they have complied with all requirements as per direction of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the 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. Counsel for the Petitioner states that the registered office of BANCO PRODUCTS (INDIA ) LIMITED , the Transferee Company is situated in Gujarat and that the Petition filed by the said Company in the High Court of Gujarat , at Ahmedabad is pending final hearing . 2 5. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on record, the modified scheme appears to be fair and reasonable and is not violative to any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme as proposed. Moreover , the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the Shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition No.185 of 2009 filed by the Transferor Company be made absolute in terms of prayer clauses (a) to (g) of the petition. The scheme is sanctioned subject to the Order to be passed by the High Court of Gujarat at Ahmedabad in the petition filed by the Transferee Company . 3 9. The Petitioner Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the Order. 10. The Petitioner company to pay cost of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from today . 11. Filing and issuance of the Drawn Up Order is dispensed with. 12. All authorities concerned to act on a copy of this order alongwith Scheme of Amalgamation duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4