1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 712 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 591 OF 2010 DOLEX INVESTMENT PRIVATE LIMITED ………….Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 713 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 592 OF 2010 PANAMA GOMANTAK POLYMERS PRIVATE LIMITED ………….Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 714 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 593 OF 2010 PERFECT FINANCE AND EXPORTS PRIVATE LIMITED ………….Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.715 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 594 OF 2010 CONSOLIDATED TRADING AND FINANCE PRIVATE LIMITED ………….Petitioner/ Transferor Company AND 2 COMPANY SCHEME PETITION NO. 716 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 595 OF 2010 RUNGTA INFRASTRUCTURE PRIVATE LIMITED ………Petitioner/ Transferee Company In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Dolex Investment Private Limited, Panama Gomantak Polymers Private Limited, Perfect Finance and Exports Private Limited, Consolidated Trading and Finance Private Limited with Rungta Infrastructure Private Limited, Miss. Mrunalini Panchal i/b Halai & Co. for the Petitioners in all Petitions. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for the Regional Director in all Petitions. Dr. T. Pandian, Official Liquidator present in CSP Nos. 712 of 2010 to 715 of 2010. Coram: S. J. Kathawalla, J. Date : 10th June, 2011 P.C.:- 1. Heard counsel for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Dolex Investment Private limited, Panama Gomantak Polymers Private Limited, Perfect Finance and Exports Private Limited, Consolidated Trading and Finance Private Limited with Rungta Infrastructure Private Limited. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in proper manner and that Transferor Company may be ordered to be dissolved. 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 4 7. Since all requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 712 of 2010 to 715 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (m) of the respective Petition and Company Scheme Petition No. 716 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (m) of the said Petition. 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 the Order . 9. The Petitioner Companies in all the Petitions to pay costs of Rs. 10,000/- each respectively, to the Regional Director and the Petitioner Companies in Company Scheme Petition Nos. 712 of 2010 to 715 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court Bombay, towards his costs. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on as a copy of this order along with Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)