IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.794 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.938 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956; AND In the matter of SCHEME OF AMALGAMATION BETWEEN DS AGROFARMS PRIVATE LIMITED … Transferor Company AND SM SHETI SEVA PRIVATE LIMITED …Transferee Company DS AGROFARMS PRIVATE LIMITED ……Petitioner / Transferor Company Mr. Vivek Shiralkar i/b M/s. Shiralkar & Co., for the Petitioner Mr. C. J. Joy and Mr. S. C. Pal i/b Mr. S. K. Mohopatra for Regional Director Mr. P. Ramarao, Official Liquidator present CORAM: Dr. D. Y. CHANDRACHUD J. DATE: 4th December, 2009 PC: 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 between DS Agrofarms Private Limited, the Petitioner / Transferor Company with SM Sethi Seva Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company states that the Petitioner / Transferor Company is a wholly owned subsidiary of the Transferee Company. He further states that in view of the Judgement in the case of Mahaamba Investment Limited v/s IDI Limited [(2001) 105 Company Cases page 16 to 18] filing of the separate Application and Petition of the Transferee Company i.e. SM Sheti Seva Private Limited has been dispensed with by order dated 11th September, 2009 passed by this court in Company Application No.938 of 2009. 2 4. Counsel appearing on behalf of the Petitioner Company also states that they have complied with all the requirements as per directions of this 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. 5. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed a report stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may 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 has appeared to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clauses (a) to (i). 3 9. The Petitioner Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High Court (O.S.), 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.7,500/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (Dr. D. Y. CHANDRACHUD, J.) 4