IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 449 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 325 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Granitexx Stones & Mosaics Private Limited (“Transferor Company”) and Solid Stone Company Limited (‘Transferee Company”)and their respective shareholders and creditors. Granitexx Stones & Mosaics Private Limited ….. Petitioner WITH COMPANY PETITION NO. 450 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 324 OF 2008 Solid Stone Company Limited ….. Petitioner Ms. S. Bandukwala i/b J. Sagar Associates for the Petitioners. Mr. S. Ramakanthan i/by Official Liquidator, High Court, Bombay Mr. C. J. Joy with Ms. Poornima Awasthi i/by Mr. S.K. Mohopatra for the Regional Director CORAM : S. A. BOBDE J. DATE : 19th September 2008 PC: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation under Sections 391 to 394 of the of the Companies Act, 1956 for the merger of Granitexx Stones & Mosaics Private Limited, the Transferor Company with Solid Stone Company Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in this Court. 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 its affidavit stating that the Scheme is not prejudicial to the interest of shareholders, creditors and public. So far as paragraph 6(a) of the Affidavit is concerned, the Transferee Company undertakes to comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act 1956 in respect of filing forms with the Registrar of Companies after payment of necessary stamp duty and ROC fees as applicable. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and therefore the Transferor Company may be ordered to be dissolved. 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 creditors, shareholders and public. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 449 of 2008 filed by the Transferor Company is made absolute in terms of prayers (a) to (g) and Company Petition No. 450 of 2008 filed by the Transferee Company is made absolute in terms of prayers (a) to (f). 8. The Transferor Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petition no. 449 of 2008 to pay Rs.7,500/- 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.)