IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.419 OF 2009 CONNECTED WITH COMPANY APPLICATION NOS.465 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Scheme of Amalgamation between Forbes Finance Limited,Latham India Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business of Forbes Finance Limited with Latham India Limited. Forbes Finance Limited … Petitioner/Transferor Company 1 Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioner. Mr. P. Ramarao, Dy. Official Liquidator present. Ms. S. V. Bharucha and Ms. Heena Shah i/b Mr. S. K. Mohopatra for Regional Director. CORAM: S. J. KATHAWALLA, J. DATE: 11th September, 2009. PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Forbes Finance Limited, Latham India Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Forbes Finance Limited with Latham India Limited. 3. Counsel appearing on behalf of the Petitioner Company 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 Company also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 2 4. Counsel for the Petitioner further states that the registered office of Latham India Limited, the Transferee Company is situated in Chennai and that the Petition filed by the said Company in the High Court of Madras has been sanctioned by the said Court on 13th July, 2009. 5. The Official Liquidator has filed the report stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 7. 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 have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and public. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition filed 3 by the Transferor is made absolute in terms of prayer clauses (a) to (f). 9. The Transferee Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the Order. 10. The Petitioner to pay cost of Rs.7500/- each to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on an authenticated/certified copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. S. J. Kathawalla, J. 4