1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.314 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.366 OF 2009 SUI-GENERIS APPLIANCES PRIVATE LIMITED ...Petitioner / Transferor Company. WITH COMPANY PETITION NO.315 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.367 OF 2008 SEAGULL COOLING PRIVATE LIMITED …Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SUI-GENERIS APPLIANCES PRIVATE LIMITED with SEAGULL COOLING PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. 2 Mr. S. Chandanamuthu, Dy. Official Liquidator in CP No.314 of 2009. Mr. C. J. Joy, Mr. M. S. Bhardwaj and Ms. Nisha Valani i/b Mr. S.K. Mohapatra for Regional Director in all Company Petition. CORAM: S. J. Kathawalla, J. DATE : 31st July , 2009. PC: 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 the Scheme of Amalgamation SUI-GENERIS APPLIANCES PRIVATE LIMITED, the Transferor with SEAGULL COOLING PRIVATE 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 undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made there under. 3 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public . 5. The Official Liquidator has filed report in Company Petition No.314 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that 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 share holders, creditors and the public and the 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 No.314 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No.315 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 4 8. The Petitioner Companies to lodge a copy of this order and the Scheme with duly authenticated by the Company Registrar High Court, (O. S.) 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 costs of Rs.7500/- each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioner in the Company Petition No.314 of 2009 filed by the Transferor Company. 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. J. Kathawalla, J.)