1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.115 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.121 OF 2008 Cineline Trading Company Private Limited ..Petitioner / First Transferor Company WITH COMPANY PETITION NO.116 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.122 OF 2008 Ffusion Designerwear Private Limited ..Petitioner / Second Transferor Company WITH COMPANY PETITION NO.117 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.124 OF 2008 Goldspot Trading Company Private Limited .. Petitioner / Fourth Transferor Company WITH COMPANY PETITION NO.118 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.123 OF 2008 Fresca Fine Dining Private Limited ..Petitioner / Third Transferor Company WITH COMPANY PETITION NO.119 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 125 OF 2008 Maxplaza Trading Company Private Limited .... Petitioner / Fifth Transferor Company WITH COMPANY PETITION NO.120 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.126 OF 2008 Oneline Mercantile Company Private Limited .. Petitioner / Sixth Transferor Company 2 WITH COMPANY PETITION NO.121 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.127 OF 2008 Topwave Mercantile Company Private Limited ... Petitioner / Seventh Transferor Company WITH COMPANY PETITION NO.122 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 128 OF 2008 Truetime Trading Company Private Limited ....Petitioner / Eighth Transferor Company WITH COMPANY PETITION NO.123 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.129 OF 2008 Winstar Trading Company Private Limited ....Petitioner / Ninth Transferor Company WITH COMPANY PETITION NO.124 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.130 OF 2008 Onestar Mercantile Company Private Limited .... Petitioner / Transferee Company In the matter of the Companies Act 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 CINELINE TRADING COMPANY PRIVATE LIMITED and FFUSION DESIGNERWEAR PRIVATE LIMITED and FRESCA FINE DINING PRIVATE LIMITED and GOLDSPOT TRADING COMPANY PRIVATE LIMITED and MAXPLAZA TRADING COMPANY PRIVATE 3 LIMITED and ONELINE MERCANTILE COMPANY PRIVATE LIMITED and TOPWAVE MERCANTILE COMPANY PRIVATE LIMITED and TRUETIME TRADING COMPANY PRIVATE LIMITED and WINSTAR TRADING COMPANY PRIVATE LIMITED with ONESTAR MERCANTILE COMPANY PRIVATE LIMITED and their respective Shareholders and Creditors. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha, Dy. O.L., in C.P. No. 115 of 2008 to C.P. No. 123 of 2008. Ms. Heena Shah i/b Mr.S. K. Mohapatra for R.D. in all matters. CORAM: A. S. Oka, J. DATE : 4th April, 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 a Scheme of Amalgamation of Cineline Trading Company Private Limited and Ffusion Designerwear Private Limited and Fresca Fine Dining Private Limited and Goldspot Trading Company Private Limited and Maxplaza Trading Company Private Limited and Oneline Mercantile Company Private Limited and Topwave Mercantile Company Private Limited and Truetime Trading Company Private Limited and Winstar Trading Company Private Limited with Onestar Mercantile Company Private Limited and their respective Shareholders and Creditors for amalgamation of all the above named Transferor Companies with Onestar Mercantile Company Private Limited., the Transferee 4 Company. 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. Moreover, the Petitioner Companies also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. So far paragraph 6 of the said Affidavit is concerned, the Petitioners through their counsel undertake to comply with the accounting treatment as prescribed under the Accounting Standard 14 i.e. Accounting for Amalgamation issued by the Institute of Chartered Accountants of India. The said undertaking is accepted. 5. The Official Liquidator has filed report in Company Petition Nos.115 of 2008 to 123 of 2008 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 and Official Liquidator have stated that the scheme as proposed is not prejudicial to the interests of share holders, creditors and public. 5 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.115 of 2008, 116 of 2008, 117 of 2008, 118 of 2008, 119 of 2008, 120 of 2008, 121 of 2008, 122 of 2008, 123 of 2008 filed by the respective Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Petition No.124 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Transferee Company 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 and the Petitioners in Company Petition Nos.115 of 2008 to 123 of 2008 to pay cost of Rs.5000/- each to the Official Liquidator. 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. 11. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. S. Oka, J.)