IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.38 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.450 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation involving: (i) Amalgamation of Merchant Overseas Private Limited with Akhand Anand Holdings Private Limited. (ii) Amalgamation of Bella Holdings Private Limited with Akhand Anand Holdings Private Limited. (iii) Amalgamation of Marvel Investment and Trading Company Private Limited with Akhand Anand Holdings Private Limited. (iv) Amalgamation of Udyat Investments Company Private Limited with Akhand Anand Holdings Private Limited. Merchant Overseas Private Limited ) Limited a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at 24 Shreyas, ) Madame Cama Road, Mumbai 400 021. ) … Petitioner AND 2 COMPANY SCHEME PETITION NO.39 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO.451 OF 2010 Bella Holdings Private Limited, ) a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at 24, ) Shreyas Madame Cama Road, ) Mumbai 400 021. ) … Petitioner AND COMPANY SCHEME PETITION NO.40 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO.452 OF 2010 Marvel Investment and Trading Company ) Private Limited, a company incorporated ) under the provisions of the Companies ) Act, 1956, having its Registered Office at 24 ) Shreyas, Madame Cama Road, ) Mumbai 400 021. ) … Petitioner AND COMPANY SCHEME PETITION NO.41 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO.453 OF 2010. Udyat Investments Company Private ) Limited a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at 24 Shreyas, ) Madame Cama Road, Mumbai 400 021. ) … Petitioner AND 3 COMPANY SCHEME PETITION NO.42 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO.454 OF 2010 Akhand Anand Holdings Private Limited, ) a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at 24 Shreyas, ) Madame Cama Road, Mumbai 400 021. ) …… Petitioner CORAM : S. C. Dharmadhikari J. DATE : 9th December, 2011 Ms. Yogini Chauhan a/w Ms. Deepika Manseta i/b Vigil Juris, Advocates for the Petitioners in all Petitions. Mr. Abhijeet Desai i/b Mr. H. P. Chaturvedi for the Regional Director in all Petitions. Mrs. R.N.Sutar, Asst. Official Liquidator present in CSP No.38 of 2011, 39 of 2011, 40 of 2011 and 41 of 2011. P.C.: 1. Heard Learned counsel for the Petitioners. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation for: a. Amalgamation of Merchant Overseas Private Limited with Akhand Anand Holdings Private Limited. b. Amalgamation of Bella Holdings Private Limited with Akhand Anand Holdings Private Limited. c. Amalgamation of Marvel Investment and Trading Company Private Limited with Akhand Anand Holdings Private Limited. 4 d. Amalgamation of Udyat Investments Company Private Limited with Akhand Anand Holdings Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover the Petitioner Companies undertake to comply with all Statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that, it appears that the Scheme is not prejudicial to the interest of the Shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petitions No.38 of 2011, 39 of 2011, 40 of 2011 and 41 of 2011 stating 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. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions No. 38 of 2011, 39 of 2011, 40 of 2011, 41 of 2011 and 42 of 2011 are made absolute in terms of respective prayers clauses (a) to (c) of the respective Petitions. 8. The Transferee Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication 5 of stamp duty, payable, if any, on the same within 60 days from the date of the order. 9. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Scheme Petition Nos.38 of 2011, 39 of 2011, 40 of 2011 and 41 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. The Petitioner Companies to file a copy of this order along with a copy of the Scheme of Amalgamation with the Register of Companies, electronically, along with E-Form 21 in addition to the physical copy within 30 days from the date of issuance of the order by the Registry. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)