-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.669 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.901 OF 2008 In the matter of Section 391 and 394 of the Companies Act, I of 1956; And In the matter of Scheme of Amalgamation of S.D.M. Fabrics Private Limited with Sahib Textiles Pvt. Ltd. Mr.B.B.Parekh, with Mr.A.W.Ansari, Advocates for the Petitioner. Mr.S. Ramakantha Dy. Official Liquidator in CP No.669 of 2008. Mr.C.J.Joy i/b. Mr.S.K. Mohapatra for Regional Director in C.P. No.669 of 2008. CORAM : S.A. Bobde, J. DATED : 29th August, 2008. P.C.: 1. Heard learned counsel for the parties. -: 2 :- 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of SDM Fabrics Private Limited, the Transferor Company, with Sahib Textiles Private Limited the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner Company has complied with all requirements as per directions of this Court and it has also filed necessary affidavit of compliance in the Court. However, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed report in Company Petition No.669 of 2008 stating therein that the affairs of the Transfer Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. 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 interest of share holders, creditors -: 3 :- and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.669 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (h). 8. The Petitioner Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the 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. 9. The Petitioner to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator in the Company Petition No.669 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. -: 4 :- (S.A. Bobde, J.)