1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.294 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.402 OF 2009 AAA Traders Private limited …..Petitioner / Transferor Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AAA Traders Private Limited (‘the Transferor Company’) with Reliance Cementation Private Limited (‘the Transferee Company’) and their respective shareholders Mr. Hemant Sethi i/by Hemant Sethi & Co. Mr. M. Chandanamuthy, Deputy Official Liquidator present. Ms. Poornima Awasthi i/b Mr. S.K Mohapatra for Regional Director 2 CORAM: A. M. KHANWILKAR, J DATE: 12th June, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of AAA Traders Private Limited, the Petitioner/Transferor Company with Reliance Cementation Private Limited, the Transferee Company and their respective shareholders. 3. The Petitioner Company is a wholly owned subsidiary of the Transferee Company. In view thereof, it is not necessary for the transferee company to file the Petition. 4. 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 affidavits of compliance in the Court. However, Petitioner 3 Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 5. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 6. The Official Liquidator has filed report stating therein that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Petitioner/Transferor Company may be ordered to be dissolved. 7. 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 4 Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 8. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled, Company Petition No.294 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner Company to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. 10. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. 5 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar. 13. 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. 14. The Petitioner 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 within 30 days from the date of filing of order with concerned Registrar of Companies . (COMPANY JUDGE)