IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No. 298 of 2008 CONNECTED WITH COMPANY APPLICATION No. 304 of 2008 R. B. INVESTMENTS AND FINANCE PRIVATE LIMITED ) ) PETITIONER / FIRST TRANSFEROR COMPANY WITH COMPANY PETITION No. 299 of 2008 CONNECTED WITH COMPANY APPLICATION No. 305 of 2008 SERENE INVESTMENTS AND FINANCE PRIVATE LIMITED ) ) PETITIONER / SECOND TRANSFEROR COMPANY WITH COMPANY PETITION No. 300 of 2008 CONNECTED WITH COMPANY APPLICATION No. 306 of 2008 STAR CHEMICALS (BOMBAY) PRIVATE LIMITED ) ) PETITIONER / TRANSFEREE COMPANY 1 In the matter of Companies Act 1 of 1956; And In the matter of Section 391 and 394 of the Companies Act 1 of 1956; And In the matter of Scheme of Amalgamation of R. B. INVESTMENTS AND FINANCE PRIVATE LIMITED and SERENE INVESTMENTS AND FINANCE PRIVATE LIMITED with STAR CHEMICALS (BOMBAY) PRIVATE LIMITED Mr. Dinesh P. Shah for the Petitioner. Mr. C. J. Joy i/b. Mr. S. K. Mohapatra for Regional Director in both the matters. Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition Nos. 298 of 2009 and 299 of 2008. Coram: S. A. BOBDE, J. Dated: 12th September, 2008 P.C.: 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 of R. B. Investments And Finance Private Limited and Serene Investments And Finance Private Limited with Star Chemicals (Bombay) Private Limited. 2 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and Rules made there under. 4. The Regional Director has filed an affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders, creditors and public. 5. The Official Liquidator has filed its report in Company Petition Nos.298 of 2008 and 299 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, 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. Moreover the Regional Director has stated that the scheme as proposed is not prejudicial to the interests of share holders, creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 298 of 2008 and 299 of 2008 filed by the respective Transferor Companies are made absolute in terms of prayer clauses (a) to (m) of the said Petitions and Company Petition No. 300 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (l) of the said Petition. 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 certified copy and/or an authenticated copy of the order. 3 9. The Petitioners in all the Company Petitions to pay costs of Rs.7,500 each to the Regional Director and the Petitioners in Company Petition Nos. 298 of 2008 and 299 of 2008 to pay costs of Rs.7,500 each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.) 4