~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.307 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.355 OF 2009 JAMES MACKINTOSH AND COMPANY SHIPPING SERVICES PRIVATE LIMITED .....Petitioner / Transferor Company No.1 AND COMPANY PETITION NO.308 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.356 OF 2009 JAMES MACKINTOSH MARINE (AGENCIES) PRIVATE LIMITED …..Petitioner / Transferor Company No.2 WITH COMPANY PETITION NO.309 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.357 OF 2009 JAMES MACKINTOSH & COMPANY PRIVATE LIMITED …….. Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND ~ 2 ~ In the matter of Scheme of Amalgamation of James Mackintosh and Company Shipping Services Private Limited and James Mackintosh Marine (Agencies) Private Limited with James Mackintosh & Company Private Limited; AND Their Respective Shareholders. Mr. Hemant Sethi i/b M/s Hemant Sethi & Co. for the petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator, in C.P. No. 307 of 2009 and C.P. No.308 of 2009. Mr. N. R. Prajapati and Ms. Neeta Masurkar i/b Mr. S.K. Mohapatra for Regional Director in C.P. No.307 of 2009 and C.P. No.308 of 2009 and C.P. No.309 of 2009. CORAM: A. M. KHANWILKAR, J DATE: 10th July, 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 James Mackintosh and Company Shipping Services Private Limited and James Mackintosh Marine (Agencies) Private Limited with James Mackintosh & Company Private Limited and their respective shareholders. 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. However, Petitioner ~ 3 ~ Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Official Liquidator has filed report in Company Petition No.307 of 2009 and Company Petition No.308 of 2009 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, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 7. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled; Company Petition No.307 of 2009 and Company Petition No.308 and 309 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (h). 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of ~ 4 ~ 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. 9. The Petitioners in all the Company Petitions to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No.307 of 2009 and Company Petition No.308 of 2009 filed by the Transferor Companies to pay the Official Liquidator a sum of Rs.7500/- each. Costs to be paid within four weeks from today. 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 Scheme duly authenticated by the Company Registrar. (COMPANY JUDGE)