IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.104 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1650 OF 2008 In the matter of sections 391 to 394 of the Companies Act, 1956 (1 of 1956) And In the matter of Flash Laboratories Private Limited And In the matter of the Scheme of Amalgamation of Flash Laboratories Private Limited With Parle Products Private Limited Flash Laboratories Private Limited … Petitioner/Transferor Company Mr. Swapan Samdani i/b Dave & Girish & Co., for the Petitioner Mr. C. J. Joy, Mr. Y. R. Mishra and Mr. S. C. Pal i/b Mr. S. K. Mohabatra for the Regional Director Mr. P. Rama Rao, Official Liquidator, in present C.P. No.104 of 2009 CORAM: S. J. Kathawalla, J. DATE: 18th September 2009 P.C.: 1. Heard learned counsel for parties. 1 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Flash Laboratories Private Limited with Parle Products Private Limited. 3. The Petitioner in the present Petition is a Transferor Company which is a wholly owned subsidiary of the Transferee Company. In view of the judgment of this Court in Mahaamba Investments Limited v/s. IDI Limited [2001 (Vol.105) Company Cases, page 16 to 18], the filing of separate Application and Petition by the Transferee Company was dispensed with by an order dated 12th December, 2008 passed by this Court in Company Application No.1650 of 2008. Hence, no Application and/or Petition is filed by the Transferee Company for obtaining sanction to the present Scheme of Amalgamation. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 5. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may be ordered to be dissolved. 7. 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 shareholders and public. 2 8. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition No.104 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (e) of the said Petition. 9. The Petitioner Company to lodge a 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 60 days from the date of the Order. 10. The Petitioner Company in the above Petition to pay costs of Rs.7,500/- each to the Regional Director and also to the Official Liquidator, High Court, Bombay, towards its costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme, duly authenticated by the Company Registrar (High Court, Bombay). (S. J. Kathawalla, J.) 3