: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.491 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.341 OF 2008 In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of Scheme of Amalgamation Ashoka Securities Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.492 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.342 OF 2008 Airedale Investment & Trading Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.493 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.343 OF 2008 Algid Investment & Finance Pvt. ltd. ..Petitioner Co. WITH COMPANY PETITION NO.494 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.344 OF 2008 Cacomistle Finlease & Investment Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.495 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.345 OF 2008 : 2 : Dongre Holdings Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.496 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.346 OF 2008 Dongre Investments Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.497 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.347 OF 2008 Galan Finvest Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.498 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.348 OF 2008 Gemini Breweries Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.499 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.349 OF 2008 Heritage Overseas Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.500 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.350 OF 2008 Hilton Resorts Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.501 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.351 OF 2008 IMFA Holdings Pvt. Ltd. ..Petitioner Co. WITH : 3 : COMPANY PETITION NO.502 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.352 OF 2008 Intrust Securities & Investments Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.503 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.353 OF 2008 Jagruti Investments Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.504 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.354 OF 2008 Mahameru Trading Co. Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.505 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.355 OF 2008 Mercury Distilleries & Breweries Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.506 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.356 OF 2008 Mozzart Traders Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.507 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.357 OF 2008 Narandas Holdings Pvt. Ltd. ..Petitioner Co. : 4 : WITH COMPANY PETITION NO.508 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.358 OF 2008 Oswal Electronics Pvt. Ltd. ..Petitinoer Co. WITH COMPANY PETITION NO.509 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.359 OF 2008 Piere Cardin Holdings Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.510 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.360 OF 2008 Seven Star Investment & Trading Co. Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.511 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.361 OF 2008 Shirish Finance & Investment Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.512 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.362 OF 2008 Shree Siddhi Vinayak Trading Pvt. Ltd. ..Petitioenr Co. WITH COMPANY PETITION NO.513 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.363 OF 2008 Someshwar Marketing Pvt. : 5 : Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.514 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.364 OF 2008 Veneer Investment & Finance Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.515 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.365 OF 2008 Yadheer Traders Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.516 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.366 OF 2008 Marengo Properties Pvt. Ltd. ..Petitioner Co. Mr.Rajesh Shah for the Petitioners. Mr.C.J.Joy i/b.Mr.S.K.Mohapatra for the Regional Director. Mr.S.Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 P.C. : P.C. : P.C. : 1. The Petitioners seek an order sanctioning the scheme of amalgamation between the Petitioner in the last Company Petition viz. Marengo Properties Pvt. Ltd., the transferee company and the Petitioners in the other twenty five company petitions being the : 6 : transferor companies under sections 391 to 394 of the Companies Act, 1956. 2. The entire procedure has been complied with. There is no objection from any of the parties to the scheme being sanctioned. 3. The Official Liquidator has filed his report 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 wound up. 4. The Regional Director has filed a common affidavit in the above petitions stating that save and except as stated in paragraph 6 thereof it appears that the scheme is not prejudicial to the interest of shareholders and the public. 5. In paragraph 6, it is stated that three of the transferor companies viz. the Petitioners in Company Petition Nos.494 of 200, 497 of 2008 and 511 of 2008 are non-banking financial companies and that therefore they be directed to file with the Reserve Bank of India, a copy of the scheme alongwith a copy of the order of this Court within one month from the date of the order. : 7 : 6. Needless to state that all the companies will be bound to comply with all the provisions of law including the said provision, if necessary. 7. In the circumstances, the Company Petitions are made absolute in terms of prayers (a) to (j). 8. The transferee company to lodge a 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 this order. 9. The transferee company to pay costs of Rs.7500/- to the Regional Director. The transferor companies to pay the costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay, in all the matters. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of : 8 : this order duly authenticated by the Company Registrar, High Court, Bombay.