: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NOS.443 TO 444 OF 2007 COMPANY PETITION NOS.443 TO 444 OF 2007 COMPANY PETITION NOS.443 TO 444 OF 2007 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NOS.224 TO 225 OF 2007 COMPANY APPLICATION NOS.224 TO 225 OF 2007 COMPANY APPLICATION NOS.224 TO 225 OF 2007 IN THE MATTER OF THE SCHEME OF AMALGAMATION OF - IN THE MATTER OF THE SCHEME OF AMALGAMATION OF - IN THE MATTER OF THE SCHEME OF AMALGAMATION OF - Grup Consulting Engineers Private Limited .. Transferor Company WITH G.R. Engineering Works Ltd. .. Transferee Company Mr.Rajesh Shah i/b.Rajesh Shah & Co. for petitioner. Ms.K.V.Gautam, Dy.O.L. except C.P.No.444 of 2007. Mr.N.D.Sharma with Mr.G.C.Mishra - R.D. in both the petitions. CORAM : D.B.BHOSALE, J. CORAM : D.B.BHOSALE, J. CORAM : D.B.BHOSALE, J. DATE : 21st September, 2007. DATE : 21st September, 2007. DATE : 21st September, 2007. P.C.: P.C.: P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to a scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the petitioner has stated before the Court that insofar as the transferor company is concerned : (i) all the equity shareholders have granted their consents; (ii) there are no secured or unsecured creditors and hence the meeting was dispensed with. : 2 : 4. Insofar as the transferee company is concerned, the Court has been informed by the learned counsel that : (i) all the equity shareholders have granted their consents; (ii) individual notices were issued to all the secured and unsecured creditors in pursuance of the directions issued by this Court while dispensing with the convening of the meeting of the unsecured creditors. 5. Upon perusal of the entire material on record, in my opinion, the scheme is 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 have come forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not contrary to the public interest or prejudicial to the interest of the shareholders or creditors. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, company petition No.443 of 2007, filed by the transferor company is made absolute in terms of prayer clauses (a) to (l). : 3 : 7. Company Petition No.444 of 2007, filed by the transferee company is made absolute in terms of prayer clauses (a) to (k). 8. The transferee-company to lodge a copy of the order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamps duty payable on the same, if any, within 30 days of obtaining a certified and / or an authenticated copy of the order. 9. The petitioners in both the petitions to pay costs of Rs.2,500/- each to the Regional Director and to the Official Liquidator in Company Petition No.443 of 2007. The costs 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 Registry. (D.B.Bhosale, J.) (D.B.Bhosale, J.) (D.B.Bhosale, J.)