: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.961 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1475 OF 2008 Tara Jewels Export Pvt.Ltd. ....Petitioner Company WITH COMPANY PETITION NO.962 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1476 OF 2008 T Two International Pvt.Ltd. ....Petitioner Company WITH COMPANY PETITION NO.963 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1477 OF 2008 Tara Ultimo Pvt.Ltd. ....Petitioner Company Mr.Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr.D.A. Dubey i/b Mr.S.K. Mohapatra for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 23RD JANUARY, 2009. P.C. : 1. The sanction of the Court is sought under Sections 391 to 394 read with section 100 to 105 of the Companies Act, 1956, to the scheme of amalgamation : 2 : of Tara Jewels Export Pvt. Ltd. and T Two International Pvt. Ltd with Tara Ultimo Pvt. Ltd. 2. The parties have complied with all requirements as per directions of this Court. 3. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. However in paragraph 6 of the said affidavit, the Regional Director has stated that as per clause 12 of the scheme the name of the transferee company shall stand changed to "Tara Private Limited" or such name as may be approved by Registrar of Companies, Mumbai. The transferee company shall comply with the provision of law including Section 21 of the Companies Act, 1956 in this respect and in all other respects. 4. The Official Liquidator has filed a report in Company Petition Nos.961 of 2008 and 962 of 2008 stating therein that the affairs of the transferor companies have been conducted in a proper manner and the the transferor companies may be ordered to be dissolved. 5. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable : 3 : 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 has stated that the scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the transferor companies have been conducted in a proper manner. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.961 of 2008 and 962 of 2008 filed by the transferor companies are made absolute in terms of prayer clauses (a) to (l) and (a) to (j) of the respective Petitions and Company Petition No.963 of 2008 filed by the transferee Company is made absolute in terms of prayer clauses (a) to (k). 7. The Petitioner companies to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. : 4 : 8. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition Nos.961 of 2008 and 962 of 2008 filed by the transferor companies. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.