IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.406 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.447 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 Avinash Drugs Limited And In the matter of a Scheme of amalgamation of Avinash Drugs Limited and Surfactant Specialties Limited with Aarti Industries Limited. Avinash Drugs Limited, a Company incorporated under the Companies Act, 1956 having its Registered Office at Udyog Kshetra, 2nd, floor, Mulund Goregaon Link Road, L. B. S. Marg, Mulund(W), Mumbai 400 080 ) ) ) ) ) ) ………Petitioner / Transferor Company AND COMPANY PETITION NO.407 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.446 OF 2009 Surfactant Specialities Limited, a Company incorporated under the Companies Act, 1956 having its Registered Office at Udyog Kshetra, 2nd, floor, Mulund Goregaon Link Road, L. B. S. Marg, Mulund(W), Mumbai 400 080 ) ) ) ) ) ) …….Petitioner / Transferor Company 1 Mr. Devanshu P. Desai Advocate for the petitioner. Mr. M. Chandanamuthu, Deputy Official Liquidator, in Company Petition Nos.406 and 407 of 2009. Mr. C. J. Joy, Mr. S. V. Bharucha and Mr. N. D. Sharma i/b S. K. Mohopatra for Regional Director in all the Petitions. CORAM: S. J. Kathawalla J. DATE: 7th August 2009 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act,1956, to the Scheme of Amalgamation of Avinash Drugs Limited and Surfactant Specialties Limited, the Transferor Companies with Aarti Industries Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners states that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. 4. The Counsel for the Petitioner further states that the registered office of Aarti Industries Ltd., the Transferee Company in the proposed scheme is situated in the state of Gujarat and that the Petition filed by the said Company in the High Court of Gujarat being Company Petition No.134 of 2009 Connected with Company Application No.166 of 2009 is pending hearing and final disposal. 2 5. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of the Shareholders and the Public. 6. The Official Liquidator has filed his report in Company Petition Nos.406 of 2009 and 407 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. 7. Upon perusal of the entire material placed on record, 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. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.406 of 2009 and 407 of 2009 filed by the Transferor Companies are made absolute in terms of prayers (a) to (g) of the respective Petitions. The scheme is sanctioned subject to the order to be passed by the Hon’ble Gujarat High Court in the Petition filed by the Transferee Company before the said Court. 9. The Transferee Company to lodge the 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 Petitioners in both the petitions to pay cost of Rs.7,500/- each to the Regional Director and the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from today. 3 11. Filing and issuance of the drawn up order is dispensed with. 12.All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court Bombay. (S. J. Kathawalla J.) 4