1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.369 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1313 OF 2007 IN COMPANY APPLICATION NO.1060 OF 2007 In the matter of the Companies Act, 1956; And In the matter of Section 391 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Batliboi SPM Pvt.Ltd with Batliboi Ltd. Batliboi Ltd. .. Petitioner. Mr.Nooruddin Dhila with Ms.Duhita Lewis i/by M/s.Hariani & co for petitioner. Mr.C.J.Joy i/by S.K.Mohopatra for respondent No.1. CORAM : S.C.DHARMADHIKARI, J. DATE : 04th July 2008 P.C. . The petitioner is a transferee company. The transferor company is based in the State of Karnataka and therefore a petition is filed in the Karnataka High Court at Banglore. Subject to 2 the order that may be passed in the petition of the transferor company, this petition is placed for hearing and final disposal. 2. Upon a perusal of the petition and annexures thereto it is apparent to me that the jurisdiction of this Court is invoked under section 391 and 394 for seeking sanction to the Scheme of Amalgamation between Batliboi SPM Pvt. Ltd. with the petitioner. The salient features of the Scheme together with the objects of the Company are set out. The salient features state that the Scheme would be beneficial to both companies. The Scheme is also annexed to the petition. All declarations have been given on oath. The necessary and relevant particulars including the financial position has been set out in details. The relevant documents in that behalf are also annexed. There is due compliance as far as the directions of this Court with regard to the convening of meetings. 3. The Chairman’s report has also been filed. The Regional Director has filed an affidavit. He has pointed out that the Scheme was referred to the Registrar of Companies for 3 his comments. He was requested to forward a report after scrutinizing the Scheme. The scrutiny was to be undertaken with a view to protect the interest of the shareholders, creditors and general public. 4. The affidavit states that the queries which have been raised by the concerned authorities have been satisfactorily replied. There is also a statement on oath that no proceedings for violation of any penal law have been initiated against the Directors. In such circumstances, it is stated that the Scheme is not prejudicial to the interest of the creditors, shareholders and general public. 5. I am satisfied from this material that the Scheme does not contravene any law nor is it prejudicial to the interest of the shareholders and creditors. In these circumstances, the petition is made absolute in terms of prayer clauses (a) to (g). However, it is directed that compliance with the requirements stipulated in prayer clause (g) of the Company Petition be made within 90 days. 4 6. Petitioner company to lodge a copy of this order and the scheme with the concerned superintendent of Stamps for the purposes 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. 7. Petitioner to pay costs of Rs.5000/- to the Regional Director. Costs be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All Authorities concerned to act upon on a copy of this order alongwith scheme to be authenticated by the Company Registry. (S.C.Dharmadhikari, J)