1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.420 OF 2008 WITH COMPANY APPLICATION NO.602 OF 2008 Anglo Overseas Finance India Pvt.Ltd. .. Petitioner AND COMPANY PETITION NO.421 OF 2008 WITH COMPANY APPLICATION NO.603 OF 2008 Swan Beauties Pvt.Ltd. .. Petitioner AND COMPANY PETITION NO.422 OF 2008 WITH COMPANY APPLICATION NO.604 OF 2008 L’Oreal India Pvt.Limited. .. Petitioner In the matter of Companies Act, 1956 (1 of 1956) and In the matter of Scheme of Amalgamation of Anglo Overseas Finance (India) Pvt.Ltd and Swan Beauties Pvt.Ltd. with L’Oreal India Pvt.Ltd. and their respective shareholders. 2 Mr.Hemant Sethi i/b.Hemant Sethi & Co. for petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.420 and 421/08 Mr.C.J.Joy i/b. S.K.Mohapatra for R.D. in all petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Anglo Overseas Finance (India) Pvt.Ltd. and Swan Beauties Pvt.Ltd. with L’Oreal India Pvt.Ltd. and their respective shareholders. 2. Counsel appearing on behalf of the petitioner has stated that they have complied with all the requirements as per directions of 3 this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidait in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders and public. 4. The Official Liquidator has filed report in Company Petition Nos.420 and 421 of 2008 stating that the affairs of Transferor Companies have been conducted in a proper manner and that the transferor companies may be ordered to be wound up. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the scheme. 4 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.420 to 421 of 2008 are made absolute in terms of prayer clause (a). 7. The transferee company to lodge 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 authenticated and/or certified copy of order sanctioning the scheme by the Rajasthan High Court. 8. The petitioner to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition No.420 and 421 of 2008 to pay cost of Rs.5000/- each to the Official Liquidator, High Court, Bombay. Cost to be paid 5 within four weeks from issuance of order. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)