: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.635 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.672 OF 2008 Vicotex Export Pvt.Ltd. ....Petitioner WITH COMPANY PETITION NO.636 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.673 OF 2008 Mahavir Packaging Pvt.Ltd. ....Petitioner WITH COMPANY PETITION NO.637 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.674 OF 2008 Vicotex Fabrics Pvt.Ltd. ....Petitioner Ms.Alpana Ghone i/b M/s.Rajesh Shah & Co. for the Petitioner. Mr.C.J. Joy with Mr.P.Khosla i/b Mr.S.K. Mohapatra for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 27TH FEBRUARY, 2009. P.C. : 1. Company Petition Nos.635 of 2008 and 636 of 2008 have been filed by the transferor companies and Company Petition No.637 of 2008 has been filed by the transferee company, seeking sanction of a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. The requirements and procedures : 2 : have been complied with. 2. The Official Liquidator has invited my attention to a report of the Chartered Accountant wherein certain observations have been made regarding the transferor companies. 3. The question as to whether the value of the machinery disposed of amounts to substantial disposal of machinery or not is not relevant in the facts of the present case. It is stated that the value of the machinery disposed of is 54.14% on gross block value and 36.30% on net block value. There is nothing to indicate that even if the value is correct it adversely reflects upon the scheme of amalgamation. 4. As regards the minutes of the meeting being signed prior to the date on which it was held, an explanation has been tendered to the effect that the same was due to a clerical error. The same however, in any event does not reflect adversely upon the scheme as such. The observations regarding the income tax dues are also not relevant in the facts of the present case. Needless to add that this order will not in any manner affect the liabilities, if any, of any of the Petitioners. In other words, if on a wrong accounting practice or otherwise, there are any dues : 3 : including the income tax or other statutory dues, the same will remain as liabilities despite this order. 5. The Regional Director in his affidavit stated that the scheme is not prejudicial to the interest of the creditors and the shareholders. 6. In the circumstances, Company Petition Nos.635 of 2008 and 636 of 2008 is made absolute in terms of prayers (a) to (j). Company Petition No.637 of 2008 is also made absolute in terms of prayers (a) to (i). 7. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 8. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. : 4 : . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.