: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1008 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1554 OF 2008 GEL Consultants Pvt.Ltd. ....Petitioner WITH COMPANY PETITION NO.1009 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1555 OF 2008 Gala Plastic Industries Pvt.Ltd. ....Petitioner WITH COMPANY PETITION NO.1010 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1556 OF 2008 Gala Brush Ltd. ....Petitioner Ms.Alpana Ghone with Mr.Rajesh Shah i/b M/s.Rajesh Shah & Co. for the Petitioners. Ms.N.V. Masurkar with Mr.P. Khosla i/b Mr.S.K. Mohapatra for Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 21ST MARCH, 2009. P.C. : : 2 : 1. Company Petition Nos.1008 of 2008 and 1009 of 2008 have been filed by the transferor companies. Company Petition No.1010 of 2008 has been filed by the transferee company, seeking sanction of a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. 2. The requirements and procedures have been complied with. 3. The Official Liquidator in his report stated that the affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The Regional Director in his affidavit has stated that prima-facie there are violations under Sections 58-A, 297, 301 and 383-A of the Companies Act. It is stated that the Registrar of Companies has been directed to initiate necessary penal action against the transferee company in respect thereof. 4. As far as the alleged violation of Section 58-A is concerned, the dues have now been paid. 5. It is common ground that the order passed herein sanctioning the scheme will not affect any action that may have been taken or that may hereinafter : 3 : be taken in respect of the alleged violations. The contentions between the parties are kept open. In view thereof, as far as the scheme itself is concerned, there is no objection from the Regional Director to the same being sanctioned. 6. There is no opposition from any other person in respect of the scheme. The scheme is not prejudicial to the interest of the creditors and the shareholders. There is nothing on record which disentitles the Petitioners to the reliefs claimed. 7. Company Petition Nos.1008 of 2008 and 1009 of 2008 are made absolute in terms of prayers (a) to (i). Company Petition No.1010 of 2008 is also made absolute in terms of prayers (a) to (j). 8. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 9. The Petitioners in Company Petition Nos.1008 of 2008 and 1009 of 2008 to pay costs of Rs.7500/- to the Regional Director and to the Official Liquidator, : 4 : High Court, Bombay. The Petitioner in Company Petition No.1010 of 2008 to pay costs to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.