IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.554 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.594 OF 2009 ABHISHEK EXIM PRIVATE LIMITED … Petitioner/ Transferor Company WITH COMPANY PETITION NO.555 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.595 OF 2009 ABHISHEK EXPORTS (INDIA) PRIVATE LIMITED … Petitioner/ Transferee Company In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION of ABHISHEK EXIM PRIVATE LIMITED … Transferor Company WITH ABHISHEK EXPORTS (INDIA) PRIVATE LIMITED, … Transferee Company 2 Mr. H. N. Thakore a/w Rizvi NaserAli i/by M/s. Thakore Jariwala & Associates, Advocates for the Petitioners Mr. C.J. Joy and Mr. Y. R. Mishra i/b S.K. Mohapatra for Regional Director in both the Petitions. Mr. P. Ramarao, Official Liquidator present. CORAM: S. J. KATHAWALLA J. DATE: 24TH SEPTEMBER, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of ABHISHEK EXIM PRIVATE LIMITED with ABHISHEK EXPORTS (INDIA) PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioner has stated 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 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 an Affidavit and according to him, the scheme appears to be not prejudicial to the interest of Shareholders and the Public. 3 5. The Official Liquidator has filed report in Company Petition No. 554 of 2009 stating that the affairs of the Transferor Company have been conducted in a proper manner. 6. Upon perusal of the entire material 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 554 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No. 555 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Transferee Company to lodge 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. 9. The Petitioners in both the Company Petitions to pay cost of Rs. 7500/- each to the Regional Director. Petitioners in Company Petition No.554 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, 4 High Court, Bombay towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)