1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.94 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.91OF 2008 In the matter of the Companies Act I of 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of ADMIRAL EXPORTS PRIVATE LIMITED and AGRINI FINVEST PRIVATE LIMITED and SOLUTION TRADING & INVESTMENT PRIVATE LIMITED with COSMIC HOLDINGS PRIVATE LIMITED ADMIRAL EXPORTS PRIVATE LIMITED ……Petitioner / First Transferor Company. AND COMPANY PETITION NO.95 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.92 OF 2008 AGRINI FINVEST PRIVATE LIMITED ….. Petitioner / Second Transferee Company. AND COMPANY PETITION NO.96 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.93 OF 2008 2 SOLUTION TRADING & INVESTMENT PRIVATE LIMITED ..Petitioner / Third Transferor Company. AND COMPANY PETITION NO.97 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 94 OF 2008 COSMIC HOLDINGS PRIVATE LIMITED ..Petitioner / Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha, Dy. O.L., in CP No. 94,95,96 of 2008. Mr. C. J. Joy i/b S.K. Mohapatra for R.D. in all Petitions CORAM: A. S. Oka, J. DATE : 4th April, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation ADMIRAL EXPORTS PRIVATE LIMITED and AGRINI FINVEST PRIVATE LIMITED and SOLUTION TRADING & INVESTMENT PRIVATE LIMITED, Transferor Companies with COSMIC HOLDINGS PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 3 and the rules made thereunder. 4. The Regional Director has filed his Affidavit and stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public. 5. The Official Liquidator has filed report in Company Petition Nos.94 of 2008, 95 of 2008 and 96 of 2008 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 reasonable 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, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders and creditors and the public. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.94 of 2008, 95 of 2008, 96 of 2008 and 97 of 2008 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (j), (a) to (j), (a) to (j) and (a) to (k) respectively. 8. The Petitioner Company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order . 9. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director in all Petitions and to the Official 4 Liquidator by the Petitioners in the Petition filed by the Transferor companies. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order alongwith the Scheme duly authenticated by the Registry. (A. S. Oka, J.)