IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.261 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.223 OF 2009 GOLDEN CELLAR DISTILLERIES PRIVATE LIMITED…. PETITIONER/TRANSFEROR COMPANY AND COMPANY PETITION NO.262 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.224 OF 2009 GOLDEN CELLARS PRIVATE LIMITED…. PETITIONER/TRANSFEREE COMPANY In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Golden Cellar Distilleries Private Limited – Transferor Company WITH Golden Cellars Private Limited - Transferee company Shri B. B. Parekh alongwith Ms. Geeta Shah, Advocates for the Petitioners Shri N. D. Sharma and Mr. V. B. Tiwari i/b Shri S. K. Mohapatra for the Regional Director in all Petitions. Mr. M. Chandanamuthu, Dy. Official Liquidator in C. P. No.261 of 2009. CORAM: S. J. Kathawalla, J. DATE: 21 st August, 2009 P. C. 1.Heard learned Counsel for the 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 Golden Cellar Distilleries Private Limited, Transferor Company with Golden Cellar Private Limited, the Transferee Company. 3.Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4.The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 2 5.The Official Liquidator has filed report in Company Petition No.261 of 2009 stating 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. 6.Upon perusal of the entire material placed on records, the Scheme appears to be fair and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of its shareholders and public and the Official Liquidator has stated 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.There is no objection to the Scheme, and since all the requisite statutory compliances have been fulfilled, Company Petition No.261 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) of the Petition and Company Petition No.262 of 2009 filed by Transferee Company is made absolute in terms of prayer clauses (a) to (h). 8.The Petitioner 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 3 adjudication of stamp duty payable, if any, on the same within 30 days from the date of order. 9.The Petitioner Companies in both the petitions to pay cost of Rs.7,500/- each to the Regional Director. Petitioner in Company Petition No.261 of 2009 to pay a sum of Rs.7500/- towards the costs to the Official Liquidator. Costs to be paid within four weeks from today. 10.Filing and issuance of drawn up order is dispensed with. 11.All authorities concerned 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