1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.68 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.64 OF 2008 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Talreja Infotech Private Limited (Amalgamating Company) with Swadeshi Textiles Private Limited (Amalgamated Company) and their respective shareholders. Talreja Infotech Private Limited... ....Amalgamating/Transferor Company AND COMPANY PETITION NO.69 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.65 OF 2008 Swadeshi Textiles Private Limited. ...Amalgamated/Transferee Company 2 Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Mr. M. Chandanamuthu, Dy. O.L. in C.P No.68 of 2009 Ms. Heena Shah i/b S. K. Mohapatra for the Regional Director in both the Petitions. CORAM : A. M. KHANWILKAR, J DATE: 19th JUNE 2009 P.C. Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Talreja Infotech Private Limited with Swadeshi Textiles Private Limited and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 3 4. The Official Liquidator has filed report in Company Petition No.68 of 2009 stating that the affairs of Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be wound up. 5. 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.68 of 2009 & 69 of 2009 are made absolute in terms of prayer clause (a). 7. The Registrar of Companies shall take on file the authenticated copy of order and the Scheme within 4 weeks from the date of receipt of order by the Petitioner. 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same 4 within 30 days from the date of filing of order with concerned Registrar of Companies . 9. The Petitioners in both the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition No.68 of 2009 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. 10. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (COMPANY JUDGE)