1 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 Arrangment for Amalgamation of 1. Dhana Singh Estates Pvt. Ltd. 2. Dhanasingh Syntex Pvt. Ltd. 3. Harnam Textiles & Machines Pvt. Ltd. 4. Dalitex Silk Mills Pvt. Ltd. 5. G. M. Mills Pvt. Ltd. with Hartex Exports Pvt. Ltd. And Their respective Shareholders COMPANY PETITION NO.232 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.256 OF 2009 Dhana Singh Estates Pvt. Ltd. Petitioner / 1st Transferor Company. AND COMPANY PETITION NO.233 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.257 OF 2009 Dhanasingh Syntex Pvt. Ltd. Petitioner / 2nd Transferor Company. AND COMPANY PETITION NO.234 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.258 OF 2009 Harnam Textiles & Machines Pvt. Ltd. Petitioner / 3rd Transferor Company. 2 AND COMPANY PETITION NO.235 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.259 OF 2009 Dalitex Silk Mills Pvt. Ltd. Petitioner / 4th Transferor Company. AND COMPANY PETITION NO.236 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.260 OF 2009 G. M. Mills Pvt. Ltd. Petitioner / 5th Transferor Company. AND COMPANY PETITION NO.237 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.261 OF 2009 Hartex Exports Pvt. Ltd. Petitioner / Transferee Company. CORAM : A. M. KHANWILKAR J DATE: 17th JULY 2009 Ananth Iyengar - Advocate for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in Company Petition Nos.232 of 2009 to 236 of 2009 present. Mr. C. J. Joy, Ms. Neeta Masurkar and Ms. Anamika Malhotra i/b Mr. S. K. Mohapatra for the Regional Director. P.C. 1. Heard learned counsel for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangment for Amalgamation of Dhana Singh Estates Pvt. Ltd. (First Transferor Company) and Dhanasingh Syntex Pvt. Ltd. (Second Transferor Company) and Harnam Textiles & Machines Pvt. Ltd. (Third Transferor Company) and Dalitex Silk Mills Pvt. Ltd. (Fourth Transferor Company) and G. M. Mills Pvt. Ltd. (Fifth Transferor Company) with Hartex Exports Pvt. Ltd. (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. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed his report in Company Petition Nos.232 of 2009 to 236 of 2009 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. 4 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. 7. There was objection from one Trade Creditor viz : Shree Vinayak Enterprises of the First Transferor Company and the Transferee Company on the ground that amount of Rs.16,640/- and Rs.9,152/- respectively is due and payable by the First Transferor and the Transferee Company to it. There was one more objection from another Trade Creditor viz : Ms. Bhawana J. Patel on the ground that an amount of Rs.13,429/- is payable by the Transferee Company to her. The Counsel appearing on behalf of the Petitioners has stated that the First Transferor Company and the Transferee Company have filed further affidavits dated 14th July 2009 in which it is stated that the amounts due to the said Trade Creditors have been paid up and duly acknowledged by the said Trade Creditors. 8. There is no objection to the Scheme, save and except as stated in paragraph 7 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.232 of 2009 to 236 of 2009 are made absolute in terms of prayer clauses (a) to (h) and 5 Company Petition No.237 of 2009 is made absolute in terms of prayer clauses (a) to (g). 9. 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 30 days from the date of the Order. 10. The Petitioners in all the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioners in Company Petition Nos.232 of 2009 to 236 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR, J)