IN THE HIGH COURT OF JUDICATURE AT BOMBAY VP H ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No.629 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 605 OF 2008 Elixier Chemicals Pvt. Ltd. ... Petitioner (Transferor Company) Mr. Rajeev K. Panday, Mrs. Jyoti Ghorpade i/b PRS Legal, for the petitioner. Ms. Purnima Awasthi i/b Mr. S. K. Mohapatra, for the Regional Director. CORAM: S. J. VAZIFDAR, J. DATED: MARCH 20, 2009. P.C.: ---- 1. Heard learned counsel for the parties. 2. The petitioner in Company Petition No. 629 of 2008 i.e. transferor Company seeks sanction to scheme of amalgamation with the transferee Company, under Section 391 to 394 of the Companies Act, 1956. 3. The learned counsel appearing on behalf of the petitioner submits that the petitioner/transferor company is a 100% owned and subsidiary of the Transferee Company and that the decision of this Court in Mahanta Investments Ltd. Vs. IDI Limited [(2001) Mahanta Investments Ltd. Vs. IDI Limited [(2001) Mahanta Investments Ltd. Vs. IDI Limited [(2001) 105 105 105 Comp. Cases 16 (Bom.)] Comp. Cases 16 (Bom.)] Comp. Cases 16 (Bom.)] is squarely applicable to the facts of the presnt case. Hence, no separate - 2 - petition is filed by the transferee company. 4. Counsel appearing on behalf of the petitioner has stated that they have complied with all statutory reuirements 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 and the rules made thereunder. 5. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. 6. The Official Liquidator has filed report in Company Petition No. 629 of 2008 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the 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, the Regional Director has stated - 3 - that the scheme as proposed is not prejudicial to the interests of the share holders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the scheme and since all the requisites statutory compliances have been fulfilled Company Petition No. 629 of 2008 filed by the Transferor Company is made absolute in terms of prayer clause (a) to (c). 9. 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. 10. The petitioner to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. - 4 - 12. All authorities concerned to act on a copy of this order alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay.