IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.809 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.422 OF 2008 In the matter of The Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act, 1956 And In the matter of Ixora Trading Private Limited And In the matter of the Scheme of Amalgamation of: Ixora Trading Private Limited And Blair Traders Private Limited And Freetown Traders Private Limited And Sezar Realtors Private Limited With Gujarat Fusion Glass Limited Ixora Trading Private Limited …Petitioner/Transferor Company AND COMPANY PETITION NO.810 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.423 OF 2008 Blair Traders Private Limited …Petitioner / Transferor Company AND COMPANY PETITION NO.811 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.424 OF 2008 Freetown Traders Private Limited ..Petitioner/ Transferor Company AND COMPANY PETITION NO.812 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.425 OF 2008 Sezar Realtors Private Limited ..Petitioner/Transferor Company WITH COMPANY PETITION NO.813 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.426 OF 2008 Gujarat Fusion Glass Limited …Petitioner / Transferee Company Mr. Harish Pandya with Mr. Devesh Juvekar i/b Khaitan & Co. for the Petitioners Mr. P. Ramarao, O. L. in Company Petitions Nos.809 to 812 of 2008 Mr. C. J. Joy and Mr. S. D. Bhosle i/b Mr. S. K. Mohapatra for Regional Director in all matters CORAM: S. J. Kathawalla J. DATE: 28th August, 2009 P.C: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Ixora Private Limited, Blair Traders Private Limited, Freetown Traders Private Limited and Sezar Realtors Private Limited (the Transferor Companies) with Gujarat Fusion Glass Limited (the Transferee Company). 3. Counsel appearing on behalf of the 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 also undertake to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial interest of creditors and shareholders and public. 5. The Official Liquidator has filed his Report in Company Petition No.809 of 2008 to 812 of 2008 stating 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 without winding up of Company. 6. 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public and the 3 Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.809 of 2008, 810 of 2008, 811 of 2008 and 812 of 2008 filed by the Transferor Companies are made absolute in terms of prayers clauses (a) to (g) and Company Petition No.813 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 8. 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 30 days from the date of the order. 9. The Petitioners in all the Company Petitions to pay Cost of Rs.7500/- each to the Regional Director. The Petitioners in Company Petition Nos.809 of 2008, 810 of 2008, 811 of 2008 and 812 of 2008 to pay cost of Rs.7500/- each to the Official Liquidator Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4