1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.79 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1243OF 2007 Viraj Alloys Limited ... Petitioner/Transferor Company AND COMPANY PETITION NO.80 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1244 OF 2007 VSL Wires Limited … Petitioner/Transferor Company AND COMPANY PETITION NO.81 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1245 OF 2007 Viraj Impo Expo Limited ... Petitioner/Transferor Company AND COMPANY PETITION NO.82 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1246 OF 2007 Viraj Profiles Limited ... Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956); And In the matter of Scheme of Amalgamation of Viraj Alloys Limited & VSL Wires Ltd., & Viraj Impoexpo Ltd., With Viraj Profiles Limited. 2 Mr. Mukesh Jain with Mr. Jaswant Khatodiya, Advocates for the Petitioner Companies. Mr. S. Ramakanatha, Deputy Official Liquidator in C.P. No.79 of 2008, C. P. No.80 of 2008 & C.P. No.81 of 2008. Ms. Heena Shah i/b. Mr. S. K. Mohapatra For Regional Director in all the Company Petitions. CORAM : A. S. Oka, J Dated:11th April, 2008 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation of Viraj Alloys Ltd, VSL Wires Ltd., and Viraj Impo Expo Ltd., the Transferor Companies with M/s. Viraj Profiles Ltd., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act,1956 and the Company (Court ) Rules, 1959. 4. The Regional Director has filed affidavit stating therein 3 that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public in general. So far as objection raised in paragraph 6 of the said Affidavit is concerned, the Transferee Company has filed an affidavit in Petition No.82 of 2008 giving an undertaking to comply with the said requisitions. The said undertaking is accepted. 5. The Official Liquidator has filed his Report in Company Petition Nos.79 of 2008, Company Petition No.80 of 2008 and in Company Petition No.81 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be order to be dissolved. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned has come forward to oppose the Scheme. 7. There is no objection to the Scheme save and except as stated in paragraph No.4 herein and since all the requisite statutory compliance have been fulfilled, all the Company Petitions; viz. Company Petition No.79 of 2008, Company Petition No.80 of 2008, Company Petition No.81 of 2008 and Company Petition No.82 of 2008 are made absolute in terms of 4 prayer clause (a) to (e) respectively. 8. The Petitioner Companies to lodge 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 authenticated and/or certified copy of the Order. 9. The Petitioners in all the Company Petitions to pay costs of Rs.5,000/- each to the “Regional Director’. Petitioner to pay costs of Rs.5000/- each in Company Petition Nos.79 of 2008, 80 of 2008 & No.81 of 2008 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. 11. All concerned authorities to act on a copy of this Order duly authenticated along with Scheme of Amalgamation duly authenticated by Company Registrar (O.S.), High Court, Bombay. (A. S. Oka, J)