IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956. And In the matter of Scheme of Amalgamation of 1. Avantika Morarji Chemicals Pvt. Ltd. And 2. Dinavanti Morarji Chemicals Pvt. Ltd. with Danashmand Organic Pvt. Ltd. COMPANY SCHEME PETITION NO. 139 OF 2010 CONNCTED WITH COMPANY SUMMONS FOR DIRECTION NO. 65 OF 2010 Avantika Morarji Chemicals Pvt. Ltd. Petitioner / 1st Transferor Company. AND COMPANY SCHEME PETITION NO. 140 OF 2010 CONNCTED WITH COMPANY SUMMONS FOR DIRECTION NO. 66 OF 2010 Dinavanti Morarji Chemicals Pvt. Ltd. Petitioner / 2nd Transferor Company. AND COMPANY SCHEME PETITION NO. 141 OF 2010 CONNCTED WITH COMPANY SUMMONS FOR DIRECTIONNO. 67 OF 2010 Danashmand Organic Pvt. Ltd. Petitioner / Transferee Company. : 2 : CORAM : S. J. VAZIFDAR J DATE: 11th JUNE, 2010 Ananth Iyengar - Advocate for the Petitioners. Dr. T. Pandian, Dy. Official Liquidator present in Company Scheme Petition Nos. 139 & 140 of 2010. Mr. V. P. Sawant i/b Mr. S. K. Mohapatra for the Regional Director in all petitions. P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Avantika Morarji Chemicals Pvt. Ltd. and Dinavanti Morarji Chemicals Pvt.Ltd. (the Transferor Companies) with Danashmand Organic Pvt. Ltd. (the Transferee Company) and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all Statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. : 3 : 5. The Official Liquidator has filed his report in Company Petition Nos.139 & 140 of 2010 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said 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. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.139 & 140 of 2010 is made absolute in terms of prayer clauses (a) to (i) and Company Scheme Petition No.141 of 2010 is made absolute in terms of prayer clauses (a) to (h). 8. The Transferee Company to lodge 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 adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioners in all the Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai. Petitioner in Company Scheme Petition Nos.139 & 140 of 2010 to pay cost of Rs.7500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. : 4 : 11. All concerned authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay. ( S. J. VAZIFDAR. J )