1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.47 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1191 OF 2007 Monga Strayfield Pvt. Ltd. ....Petitioner (Transferor Company No.1) AND COMPANY PETITION NO.48 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1192 OF 2007 Monga Packaging Pvt. Ltd. ....Petitioner (Transferor Company No.2) AND COMPANY PETITION NO.49 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1193 OF 2007 Monga Electronics Pvt. Ltd. ....Petitioner (Transferee Company) In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Monga Strayfield Pvt. Ltd. And In the matter of the Scheme of amalgamation Between Monga Strayfield Pvt. Ltd. and Monga Packaging Pvt. Ltd. with Monga 2 Electronics Pvt. Ltd. Mr. Rahul Risbud and Mr. Vikas Mahangare, Advocates for the Petitioners. Ms. Heena Shah i/b Mr. S. K. Mohapatra for Regional Director. Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition Nos.47 of 2008 and 48 of 2008. CORAM: A. M. KHANWILKAR J. DATE : 14th MARCH, 2008 PC: 1) Heard learned counsel for parties. 2) The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Monga Strayfield Pvt. Ltd., the Transferor Company No.1 and Monga Packaging Pvt. Ltd., the Transferor Company No.2 into Monga Electronics Pvt. Ltd., the Transferee Company. 3) Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956. 4) The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. However, in paragraphs 6(a) 3 and 6(b) of the said affidavit, he has raised objections as to the compliance of provision of Section 21 and 17 of the Companies Act, 1956. The Petitioners through their Counsel undertakes to comply with provisions of Sections 17 and 21 of Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies. The said undertaking is accepted. 5) The Official Liquidator has filed his Report in Company Petition Nos.47 of 2008 and 48 of 2008 stating that the affair of transferor Company have conducted in proper manner and that the transferee companies may be ordered to be dissolved. 6) 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. Moreover, the Regional Director and the official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public. 7) There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled Company Petitions Nos.47 of 2008, 48 of 2008 and 49 of 2008 filed by the Transferor Company No.1, Transferor Company No.2 and the Transferee Company respectively are made absolute in terms of prayer clause (a) to (k). 4 8) The Petitioner Companies 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 this Order. 9) The Petitioners in all the Company Petitions’ to pay cost of Rs.5000/- each to the Regional Director, Petitioners in Company Petition Nos.47 of 2008 and 48 of 2008 to pay to the official Liquidators, High Court, Bombay, a sum of Rs.5,000/- each Cost 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 this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)