1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 300 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 187 OF 2010 Catura Leasing And Finance Private Limited ...Petitioner/Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Catura Leasing And Finance Private Limited with Laxmi Dia Jewel Private Limited Coram :- S. J. Kathawalla J Dated :- 1st October, 2010 Mr. Dhiren Akbari i/b. M/s. Doshi & Co., Advocate for Petitioner. Mrs. Jyotsna N. Pandhi i/b. Mr. S.K.Mohopatra for Regional Director. Dr. T. Pandian, Dy. Official Liquidator present. P.C. 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 the Scheme of Amalgamation of 2 Catura Leasing And Finance Private Limited, the Transferor Company with Laxmi Dia Jewel Private Limited, the Transferee Company. 3. The counsel for the petitioner submits that the Petitioner Company is wholly owned subsidiary company of Laxmi Dia Jewel Private Limited, the Transferee Company and that by order passed by this court on 30th April, 2010 in Company Application No. 248 of 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with. Hence, no proceedings are filed by the Transferee Company for obtaining sanction of the court to the proposed Scheme of Amalgamation. 4. The Counsel further stated that the Petitioner Company has complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company 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. 5. The Regional Director has filed affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 3 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may be ordered to be dissolved. 7. 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. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 300 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the Petition. 9. The Petitioner 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 of Stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioner Company to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 4 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on as a copy of this order along with Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)