-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 251 OF 2008. CONNECTED WITH COMPANY APPLICATION NO. 153 OF 2008 SWIFT SECURITIES LIMITED. …Petitioner / Transferor Company. WITH COMPANY PETITION NO.252 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 154 OF 2008 VAR SHARES & STOCKS 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 In the matter of Scheme of Amalgamation of SWIFT SECURITIES LIMITED with VAR SHARES & STOCKS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha Dy. Official Liquidator in CP No. 251 of 2008. Mr.C.J. Joy i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S. A. Bobde, J. DATE: 8th August, 2008 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 of -: 2 :- SWIFT SECURITIES LIMITED with VAR SHARES & STOCKS PRIVATE LIMITED. 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, Petitioner Companies also undertakes 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 does not object to the Scheme on any ground much less it being prejudicial to the interest of the creditors, shareholders and general public. However, he sets out in para 6 that the share exchange ratio as stated in paragraph 9.1 of the scheme is not in conformity with the share exchange ratio mentioned in the valuation report in this respect prepared by M/s. Sheth & Associates Chartered Accountants and that the Petitioner Companies may be directed to clarify the correct position of the share exchange ratio. The Petitioner Company has filed their affidavit dated 22nd day of July, 2008 of Mr. Divyesh Inderjit Modi Director Petitioner Company in reply to the said objection wherein the objection of the Regional Director has been duly clarified. 5. The Official Liquidator has filed report in Company Petition No.251 of 2008 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.251 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No. 252 of 2008 filed by Transferee Company is made absolute in terms of prayer clause (a) to (i). 7. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the -: 3 :- 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. 8. The Petitioners in all the Company Petitions to pay cost of Rs. 7,500/- each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioner in the Company Petition No. 251 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A Bobde, J.)