: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.950 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1496 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of Scheme of Amalgamation between Jakari Express Pvt. Ltd.("Transferor Company") and Jakari Holdings Pvt. Ltd. ("Transferee Company") and their respective shareholders and creditors. Jakari Express Pvt.Ltd. ....Petitioner Ms.S. Bandukwala i/b J.Sagar Associates for the Petitioner. Ms.S.U. Bharucha with Mr.S.D. Bhosale for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 6TH MARCH, 2009. P.C. : 1. The sanction of the Court is sought to a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 for the merger of Jakari Express Pvt.Ltd, the transferor company with Jakari Holdings Pvt.Ltd., the transferee company. The Petitioner is a wholly-owned subsidiary of the : 2 : transferee company. 2. The Petitioner has complied with all requirements as per directions of this Court. 3. The Regional Director has filed an affidavit stating that the scheme is not prejudicial to the interest of shareholders, creditors and public. 4. The reservation expressed in paragraph 6(a) namely that no petition has been filed by the transferee company is not well founded in view of the judgment of this Court in the case of Mahaamba Investments Ltd. v. IDI Ltd. (2001) 105 Comp.Cas16(Bom). In respect of the objection in paragraph 6(b), the company undertakes to file an order of this Court with the Reserve Bank of India within thirty days of the order sanctioning the scheme of amalgamation. The undertaking is accepted. 5. The Official Liquidator has filed his report stating that the affairs of the transferor company have been conducted in a proper manner and therefore the transferor company may be ordered to be dissolved. 6. The scheme appears to be fair and reasonable and is not violative of any provisions of law and is : 3 : not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. 7. Company Petition No.950 of 2008 filed by the transferor company is made absolute in terms of prayers (a) to (g). 8. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioner to pay costs of Rs.7500/- each to the Regional Director. The Petitioner to pay cost of Rs.7500/- to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. . All authorities concerned to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, Bombay.