IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.164 OF 2009 CONNECTED WITH COMPANY APPLICATIONI NO.174 OF 2009 AADARSH THREADS PVT. LTD. PETITIONER / TRANSFEROR COMPANY AND COMPANY PETITION NO.165 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.175 OF 2009 RED ROSE TEXTILES INDUSTIRES PVT.LTD. PETITIONER/ TRANSFEREE COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 TO 394 OF COMPANIES ACT, 1956 AND IN THE MATTER OF A SCHEME OF ARRANGEMENT FOR AMALGAMATION OF AADARSHA THREADS PVT. LTD. WITH RED ROSE TEXTILES INDUSTRIES PVT. LTD. MRS. LAXMI MANKAR FOR THE PETITIONER MR. S. RAMAKANTHA DY. OFFICIAL LIQUIDATOR IN COMPANY PETITION NO. 164 OF 2009 Mr. C. J. Joy i/b MR. S.K. MAHAPATRA FOR THE REGIONAL DIRECTOR in both the peti t io ns. CORAM : A.M. KHANWILKAR, J. DATED : 2 n d MAY, 2009 P.C.: 2 1 The sanction of the Court is sough t under Section 391 to 394 of the Compani es Act, 1956 to a Scheme of Amalga m a t i o n of Aadarsh Threads Pvt. Ltd. with Red Rose Textiles Industri es Pvt. Ltd. and their respec ti ve sharehold e rs. 2 Counsel appeari ng on behalf of both the Petition ers has state d tha t the Petition e rs have complied with all the require m e n t s as per directions of this Court and they have filed necessary affida vi ts of compliance in the Court. Petitione r Companies also under t a k e to compl y with all other statu t o r y requir e m e n t s, if any, as requir ed under the Companies Act, 1956 and the rules made thereu n d e r . 3 3 The Regional Directo r has filed affida vi t and has stated that the sche m e is not prejudicial to the inter es t of sharehol de rs and public. 4 The Official Liquida to r has filed repor t and state d tha t the affairs of Transferor compa n y have been conduct e d in a proper manne r. 5 Upon perusal of the entire mate r ia l placed on record, the Scheme appears to be fair and reasonable and is not violati ve of any provisions of law and is not contrar y to any public policy. None of the parties concerne d have come forwar d to oppose the scheme. Moreover, the Regional Director has stated tha t the schem e 4 proposed is not prejudicial to the interests of the sharehol de rs, credi to rs and public and the official Liquida to r has stated tha t the affairs of the Transferor Compan y have been conduct e d in a proper manne r. 6 Since all the requisi te statu to r y compliances have been fulfilled, Company Petition Nos. 164 of 2009 and 165 of 2009 are made absolu te in ter ms of prayer clauses ( a ) and ( b ) of the respecti ve Petitions. 7 The Transferee Compan y to lodge copy of this order and the Scheme with the concerne d Superin t e n d e n t of Stamps for the purpose adjudica ti o n of sta m p duty, payabl e, if any, on the same with in 30 days 5 of obtai nin g the authen t i ca t e d and / or certifi ed copy of this Order. 8 The Petitione r in both peti t io n to pay cost of Rs. 7,500 /- each to the Regional Director and for the peti tio n e r in Compan y Petition No. 164 of 2009 to pay the cost of Rs. 7,500/- to the Official Liquida to r. Costs to be paid within four weeks from today. 9 Filing and issuance of the draw n up order is dispensed wi th. 10 All concerned Authori t i es to act on a copy of this Order and the Scheme duly authen t i c a t e d by Company Registra r, High Court, Bombay. ( A.M. KHANWILKAR J. ) 6