IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION In the matter of Companies Act, 1956; And In the matter of Petition under Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of 1. Aim Merchants Private Limited -And- 2. Reliant Viniyog Private Limited -And- 3. Virgo Textiles Private Limited with 4. Shreepati Infra Realty Limited and their respective shareholders. COMPANY SCHEME PETITION NO. 151 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 53 OF 2010 Aim Merchants Private Limited …Petitioner Company/ 1st Transferor Company AND COMPANY SCHEME PETITION NO. 152 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 54 OF 2010 Reliant Viniyog Private Limited …Petitioner Company / 2nd Transferor Company AND COMPANY SCHEME PETITION NO. 153 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 55 OF 2010 Virgo Textiles Private Limited …Petitioner Company / 3rd Transferor Company AND COMPANY SCHEME PETITION NO. 154 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 56 OF 2010 Shreepati Infra Realty Private Limited …Petitioner Company / Transferee Company Coram: S. J. Vazifdar, J. Date: 25th June, 2010 Mr. Cyrus Ardeshir i/b. Dave & Co. Advocates for Petitioners. Mr. P. Khosla i/b. Mr. S.K. Mahopatra for Regional Director. Mr. T. Pandian, Dy. Official Liquidator in C.S.P. No.151 of 2010 to 153 of 2010 P.C. 1. Heard learned Counsels for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of Companies Act, 1956 to the Scheme of Amalgamation of Aim Merchants Private Limited And Reliant Viniyog Private Limited And Virgo Textiles Private Limited with Shreepati Infra Realty Limited and their respective shareholders. 3. Counsel appearing on behalf of Petitioners 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. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunde. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his Reports in Company Scheme Petition No.151 of 2010, Company Scheme Petition No.152 of 2010 and Company Scheme Petition No.153 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in proper manner and that the Transferor Companies may be kindly ordered to be dissolved by this Hon’ble court. 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.151 of 2010, Company Scheme Petition No.152 of 2010 and Company Scheme Petition No.153 of 2010 filed by all the three Transferor Companies are made absolute in terms of prayer clauses (a) to (h) and Company Scheme Petition No. 154 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 8. The Petitioner Companies 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 adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order. 9. The Petitioners in all the four Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition No.151 of 2010, Company Scheme Petition No.152 of 2010 and Company Scheme Petition No.153 of 2010 filed by all the three Transferor Companies to pay cost of Rs.10,000/- to the Official Liquidator, High court, Bombay. Cost to be paid within four weeks from today. 10. Filing and issuance of the drawn up Order is dispensed with. 11. All concerned authorities to act on a copy of this Order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)