: 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 NO.966 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1421 OF 2008 In the matter of Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 ; And In the matter of Scheme of Amalgamation between Priority Shareshoppe Pvt. Ltd. with Joindre Capital Services Ltd. Priority Shareshoppe Pvt. Ltd. ..Petitioner Co. WITH COMPANY PETITION NO.967 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1422 OF 2008 Joindre Capital Services Ltd. ..Petitioner Co. Ms.Alpana Ghone i/b.M/s.Rajesh Shah & Co. for the Petitioners. Mr.C.J.Joy i/b.Mr.S.K.Mohapatra for the Regional Director. Mr.S.Ramakantha, Deputy Official Liquidator present in Co. Petition No.966/08. CORAM : S.J. VAZIFDAR, J. DATED : 30TH JANUARY, 2009 P.C. : P.C. : P.C. : 1. Company Petition No.966 of 2008 is filed by the transferor company and Company Petition No.967 of 2008 is filed by the transferee company, seeking a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. : 2 : 2. The entire procedure has been complied with. There is no objection by any of the parties to the scheme being sanctioned. 3. The Official Liquidator has filed his report 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 would up. 4. The Regional Director has filed his affidavit in reply stating that save and except as stated in paragraph 6, the claim is not prejudicial to the interest of creditors and shareholders and public. 5. The Regional Director in paragraph 6 has alleged that prima-facie it appears that there is a violation of Section 297 of the Companies Act. There are no details regarding the alleged violation. The company has contested even the fact of violation. 6. Be that as it may. The alleged violation does not, in any event, indicate that the scheme will be prejudicial to the anybody’s interest on that ground. : 3 : 7. It is however clarified that the mere sanction of the scheme by this order will ,not affect any proceedings that may be adopted for the alleged violation of the provisions of Section 297. 8. With the above clarification, the Company Petition No.966 of 2008 is made absolute in terms of prayers (a) to (j) 5 and Company Petition No.967 of 208 is made absolute in terms of prayers (a) to (i). 9. The transferee 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 authenticated and/or certified copy of this order. 10. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. : 4 : 12. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay.