IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 542 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 656 OF 2008 In the matter of Section 391 and 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation of 1. Malabar Enterprises Pvt. Ltd. And 2. Procon Industrial Constructions (I) Pvt. Ltd. With 2. Excellent Projects (I) Pvt. Ltd. MALBAR ENTERPRISES PVT. LTD. ...PETITIONER / FIRST TRANSFEROR COMPANY AND COMPANY PETITION NO. 543 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 657 OF 2008 PROCON INDUSTRIAL CONSTRUCTIONS (I) PVT. LTD. ... PETITIONER / SECOND TRANSFER COMPANY WITH COMPANY PETITION NO. 544 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 658OF 2008 EXCELLENT PROJECTS (I) PVT. LTD. ... PETITIONER / TRANSFEREE COMPANY Mr. V. Chandrashekar for Petitioner Mr. S. Ramakantha, Dy. O.L. in C.P. No. 542 of 2008 and 543 of 2008 Mr. C. J. Joy with Mr. V. Khosala i/b Mr. S.K. Mohopatra for Regional Director, in all matters. CORAM : S.A. BOBDE, J. DATE : 22nd AUGUST, 2008 P.C. : 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 of M/s. Malabar Enterprises Pvt. Ltd. and M/s. Procon Industrial Constructions (I) Pvt. Ltd., the Transferor Companies with M/s. Excellent Projects (I) Pvt. Ltd., Transferee Company. 3. Counsel appearing on behalf of Petitioner has stated that the Petitioner have complied with all statutory requirements as per directions of this Court and have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake 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 his Affidavit stating therein that the scheme is not prejudicial to the interest of Creditors, shareholders and public. 5. The Official Liquidator has filed report in Company Petition Nos. 542 of 2008 and 543 of 2008, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may ordered to be dissolved. 6. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable and is not violative of any provision of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director in his Affidavit has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and public. The Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner and 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 Nos. 542 of 2008, 543 of 2008 and 544 of 2008 are made absolute in terms of prayers (a) and (b) of the respective Petition. 8. The Transferee 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 Company Petition to pay cost of Rs.7500/- each to the Regional Director and to Official Liquidator by the Petitioner in Company Petition Nos. 542 of 2008 and 543 of 2008 filed by Transferor Companies. Cost 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 duly authenticated by the Company Registrar, High Court, Bombay. (S.A. BOBDE, J. )