1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 313 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 178 OF 2011 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Akashdeep Holdings and Trading Private Limited, (2) Alpha Merchandise Private Limited, (3) Bluechip Merchant Bankers Private Limited, (4) Chinar Advertising and Marketing Private Limited, (5) Dhara Mercantile Private Limited, (6) Jeevan Merchandise Private Limited, (7) Mercury Mercantile Private Limited, (8) Mikantra Trading Private Limited, (9) Namrata Detergents Private Limited, (10) Nirali Trading Private Limited, (11) Nirnay Tradecom Private Limited, (12) Oasis Mercantile Private Limited, (13) Paramount Merchant Bankers Private Limited, (14) Raj-Vikram Investments Private Limited, (15) Relog Distribution Private Limited, (16) Relog Petro Marketing Private Limited, (17) Relog Warehousing Private Limited, (18) Sparkle Merchandise Private Limited, (19) Sushobhit Traders Private Limited, (20) Swadee Chemicals Private Limited, (21) Venus Merchandise Private Limited and 2 (22) Xenon Commercial Private Limited with Monica Texturising Private Limited Akashdeep Holdings and Trading Private Limited …Petitioner Company (First Transferor Company) AND COMPANY SCHEME PETITION NO. 314 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 179 OF 2011 Alpha Merchandise Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 315 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 180 OF 2011 Bluechip Merchant Bankers Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY SCHEME PETITION NO. 316 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 181 OF 2011 Chinar Advertising and Marketing Private Limited …Petitioner Company (Fourth Transferor Company) AND 3 COMPANY SCHEME PETITION NO. 317 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 182 OF 2011 Dhara Mercantile Private Limited …Petitioner Company (Fifth Transferor Company) AND COMPANY SCHEME PETITION NO. 318 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 183 OF 2011 Jeevan Merchandise Private Limited …Petitioner Company (Sixth Transferor Company) AND COMPANY SCHEME PETITION NO. 319 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 184 OF 2011 Mercury Mercantile Private Limited …Petitioner Company (Seventh Transferor Company) AND COMPANY SCHEME PETITION NO. 320 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 185 OF 2011 Mikantra Trading Private Limited …Petitioner Company (Eighth Transferor Company) AND COMPANY SCHEME PETITION NO. 321 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 186 OF 2011 Namrata Detergents Private Limited …Petitioner Company (Ninth Transferor Company) AND 4 COMPANY SCHEME PETITION NO. 322 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 187 OF 2011 Nirali Trading Private Limited …Petitioner Company (Tenth Transferor Company) AND COMPANY SCHEME PETITION NO. 323 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 188 OF 2011 Nirnay Tradecom Private Limited …Petitioner Company (Eleventh Transferor Company) AND COMPANY SCHEME PETITION NO. 324 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 189 OF 2011 Oasis Mercantile Private Limited …Petitioner Company (Twelfth Transferor Company) AND COMPANY SCHEME PETITION NO. 325 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 190 OF 2011 Paramount Merchant Bankers Private Limited …Petitioner Company (Thirteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 326 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 191 OF 2011 Raj-Vikram Investments Private Limited …Petitioner Company (Fourteenth Transferor Company) AND 5 COMPANY SCHEME PETITION NO. 327 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 192 OF 2011 Relog Distribution Private Limited …Petitioner Company (Fifteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 328 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 193 OF 2011 Relog Petro Marketing Private Limited …Petitioner Company (Sixteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 329 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 194 OF 2011 Relog Warehousing Private Limited …Petitioner Company (Seventeenth Transferor Company) AND COMPANY SCHEME PETITION NO. 330 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 195 OF 2011 Sparkle Merchandise Private Limited …Petitioner Company (Eighteenth Transferor Company) AND 6 COMPANY SCHEME PETITION NO. 331 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 196 OF 2011 Sushobhit Traders Private Limited …Petitioner Company (Nineteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 332 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 197 OF 2011 Swadee Chemicals Private Limited …Petitioner Company (Twentieth Transferor Company) AND COMPANY SCHEME PETITION NO. 333 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 198 OF 2011 Venus Merchandise Private Limited …Petitioner Company (Twenty-First Transferor Company) AND COMPANY SCHEME PETITION NO. 334 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 199 OF 2011 Xenon Commercial Private Limited …Petitioner Company (Twenty-Second Transferor Company) AND 7 COMPANY SCHEME PETITION NO. 335 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 200 OF 2011 Monica Texturising Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in all Petitions. Mrs. R.N. Sutar, Asstt. Official Liquidator, present in CSP. Nos. 313 of 2011, 314 of 2011, 315 of 2011, 316 of 2011, 317 of 2011, 318 of 2011, 319 of 2011, 320 of 2011, 321 of 2011, 322 of 2011, 323 of 2011, 324 of 2011, 325 of 2011, 326 of 2011, 327 of 2011, 328 of 2011, 329 of 2011, 330 of 2011, 331 of 2011, 332 of 2011, 333 of 2011 and 334 of 2011. Mr. C.J. Joy and Mr. N.D. Sharma i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.C. Dharmadhikari, J. DATE : 23rd December 2011 P.C. :- 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Akashdeep Holdings and Trading Private Limited, Alpha Merchandise Private Limited, Bluechip Merchant Bankers Private Limited, Chinar Advertising and Marketing Private Limited, Dhara Mercantile Private Limited, Jeevan Merchandise Private Limited, Mercury Mercantile Private Limited, Mikantra Trading Private Limited, Namrata Detergents Private Limited, Nirali Trading Private Limited, Nirnay Tradecom Private Limited, 8 Oasis Mercantile Private Limited, Paramount Merchant Bankers Private Limited, Raj-Vikram Investments Private Limited, Relog Distribution Private Limited, Relog Petro Marketing Private Limited, Relog Warehousing Private Limited, Sparkle Merchandise Private Limited, Sushobhit Traders Private Limited, Swadee Chemicals Private Limited, Venus Merchandise Private Limited and Xenon Commercial Private Limited, the “Transferor Companies” and Monica Texturising Private Limited, the “Transferee Company”. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies through their Counsel undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 313 of 2011 to 334 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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. No party concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions filed by the Petitioner Companies are made absolute in terms of prayer 9 clauses (a) to (l) of Company Scheme Petition No. 313 of 2011, (a) to (l) of Company Scheme Petition No. 314 of 2011, (a) to (l) of Company Scheme Petition No. 315 of 2011, (a) to (k) of Company Scheme Petition No. 316 of 2011, (a) to (l) of Company Scheme Petition No. 317 of 2011, (a) to (l) of Company Scheme Petition No. 318 of 2011, (a) to (l) of Company Scheme Petition No. 319 of 2011, (a) to (k) of Company Scheme Petition No. 320 of 2011, (a) to (l) of Company Scheme Petition No. 321 of 2011, (a) to (l) of Company Scheme Petition No. 322 of 2011, (a) to (l) of Company Scheme Petition No. 323 of 2011, (a) to (l) of Company Scheme Petition No. 324 of 2011, (a) to (l) of Company Scheme Petition No. 325 of 2011, (a) to (l) of Company Scheme Petition No. 326 of 2011, (a) to (l) of Company Scheme Petition No. 327 of 2011, (a) to (l) of Company Scheme Petition No. 328 of 2011, (a) to (l) of Company Scheme Petition No. 329 of 2011, (a) to (l) of Company Scheme Petition No. 330 of 2011, (a) to (l) of Company Scheme Petition No. 331 of 2011, (a) to (k) of Company Scheme Petition No. 332 of 2011, (a) to (l) of Company Scheme Petition No. 333 of 2011, (a) to (k) of Company Scheme Petition No. 334 of 2011 and (a) to (j) of Company Scheme Petition No. 335 of 2011. 8. The Petitioners to file a copy of this Order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 9. The Transferee Company 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 sixty days from the date of the Order. 10 10. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in CSP No. 313 of 2011 to CSP No. 334 of 2011 to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)