1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 830 OF 2007 CONNECTED WITH COMPANY APPLICATION NO 1053 OF 2007 In the matter of Section 391 & 394 of the Companies Act, 1956 ; And In the matter of Scheme of Amalgamation between Gasfuse India Limited and Monaa Hotels Private Limited Gasfuse India Limited… ..Transferor Company WITH COMPANY PETITION NO 829 OF 2007 CONNECTED WITH COMPANY APPLICATION NO 1054 OF 2007 Monaa Hotels Private Limited… …Transferee Company Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha Dy. OL in C.P No. 830 of 2007 Mr. C.J Joy with S.K Mohapatra of the Regional Director on both the Petitions. CORAM :A.M KHANWILKAR, J DATE: 18th January 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 Gasfuse India Limited, the transferor Company and Monaa Hotels Private Limited, the transferee company. 3. Counsel appearing on behalf of the Petitioners have 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. 4. The Regional Director has filed affidavit and sought certain clarification with regard to remarks made by the auditors in the balance sheet as of 31st 2 March 2007 of the transferor company. An affidavit in rejoinder dated 16th January 2008 has been filed on behalf of the Petitioner in Company Petition No. 830 of 2007 and necessary explanation has been given. It is further stated that save as aforesaid the Scheme is not prejudicial to the interest of Creditors and shareholders. 5. The Official Liquidator has filed report in Company Petition No 830 of 2007 stating that the affairs of transferor Company has been conducted in a proper manner. 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 829 & 830 of 2007 are made absolute in terms of prayer clause (a). 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose 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 both the Company Petitions to pay cost of Rs. 5000/- each to the Regional Director and Petitioner in Company Petition No. 830 of 2007 to pay to the Official Liquidator, High Court, Bombay sum of Rs. 5000/-. Costs to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A.M Khanwilkar J)