IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 296 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 31 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956) And In the matter of Scheme of Amalgamation of M/s. Doongursee Diamond Tools Limited. (DDTL)(Transferor) With M/s. Kamanwala Housing Construction Limited (KHCL)(Transferee) M/s. Doongursee Diamond Tools Limited ... Petitioner AND COMPANY PETITION NO. 297 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 32 OF 2008 Kamanwala Housing Construction Limited ... Petitioner Mr. Mukesh Jain with Mr. Jaswant Khatodiya Advocates for the Petitioner Companies. Mr. S. Ramakanatha, Deputy Official Liquidator in C.P. No. 296 of 2008, C. P. No. 297of 2008. Mr. C. J. Joy i/b. Mr. S. K. Mohapatra For Regional Director in all the Company Petitions. CORAM : S. A. BOBDE, J DATE : 22ND AUGUST, 2008 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation of M/s. Doongursee Diamond Tools Limited. (DDTL)(Transferor) With M/s. Kamanwala Housing Construction Limited (KHCL) the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act,1956 and the Company (Court ) Rules, 1959. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public in general. 5. The Official Liquidator has filed his Report in Company Petition Nos. 296 of 2008, stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be order to be dissolved. 6. Mr. Murarilal Gupta, the Managing Director of the Transferee Company, states that the Tranferee Company will comply with the provisions of Section 17 of the Companies Act in respect of one of its object in the Memorandum of Association and shall file necessary forms with the Registrar of Companies within a period of two months after the date of sanction of the Scheme. The said undertaking is accepted. 7. 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 has come forward to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled, all the Company Petitions viz Company Petition No. 296 of 2008 & 297 of 2008, is made absolute in terms of prayer clause (a) to (e) respectively. 9. 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 the Order.. 10. The Petitioners in all the Company Petitions to pay costs of Rs. 7,500/- each to the “Regional Director’. Petitioner to pay costs of Rs. 7,500/- in Company Petition Nos. 296 of 2008 Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispense with. 12. All concerned authorities to act on a copy of this Order duly authenticated along with Scheme of Amalgamation duly authenticated by Company Registrar (O.S.), High Court, Bombay. (S. A. BOBDE, J.)