1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 180 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 18 OF 2011 KHUKRI EXPORTS PRIVATE LIMITED ......Petitioner / First Transferor Company AND COMPANY SCHEME PETITION NO. 181 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.19 OF 2011 HANU ENTERPRISES (INDIA) PRIVATE LIMITED ......Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO. 182 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 20 OF 2011 MULTI- VISTA TRAINING AND MANAGEMENT SERVICES PRIVATE LIMITED ......Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO. 183 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 21 OF 2011 HANU TEXTILES PRIVATE LIMITED ......Petitioner / Fourth Transferor Company AND 2 COMPANY SCHEME PETITION NO. 184 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 22 OF 2011 MAITRI ENTERPRISES PRIVATE LIMITED ......Petitioner / Fifth Transferor Company AND COMPANY SCHEME PETITION NO. 185 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 23 OF 2011 SADABAHAR AGRO PLANTATIONS PRIVATE LIMITED ...... Petitioner / Transferee Company In the matter of the Companies Act, 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act. 1956; AND In the matter of Scheme of Amalgamation of KHUKRI EXPORTS PRIVATE LIMITED, the First Transferor Company AND HANU ENTERPRISES (INDIA) PRIVATE LIMITED, the Second Transferor Company AND MULTI-VISTA TRAINING AND MANAGEMENT SERVICES PRIVATE LIMITED, the Third Transferor Company AND 3 HANU TEXTILES PRIVATE LIMITED, the Fourth Transferor Company AND MAITRI ENTERPRISES PRIVATE LIMITED, the Fifth Transferor Company WITH SADABAHAR AGRO PLANTATIONS PRIVATE LIMITED, the Transferee Company Mr. Nitesh S. Nevshe, Advocate for Petitioners in all Petitions Dr. T. Pandian, Official Liquidator, present in CSP No. 180 of 2011, 181 of 2011, 182 of 2011, 183 of 2011 and 184 of 2011 Mr. C. J. JOY i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM : S. J. Kathawalla, J. DATE : 8th July, 2011. PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of KHUKRI EXPORTS PRIVATE LIMITED, the First Transferor Company, HANU ENTERPRISES (INDIA) PRIVATE LIMITED, the Second Transferor Company, MULTI- VISTA TRAINING AND MANAGEMENT SERVICES PRIVATE LIMITED, the Third Transferor Company, HANU TEXTILES PRIVATE LIMITED, the Fourth Transferor Company and 4 MAITRI ENTERPRISES PRIVATE LIMITED, the Fifth Transferor Company with SADABAHAR AGRO PLANTATIONS PRIVATE LIMITED, the Transferee Company under Section 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have 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 undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Official Liquidator has filed a 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 dissolved. 5. The Regional Director has filed an affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 6. From the material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law 5 and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 180 of 2011, 181 of 2011, 182 of 2011, 183 of 2011, 184 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (n) and the Company Scheme Petition No. 185 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (n). 8. The Petitioner Companies to lodge a copy of this order and the Scheme 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 60 days from the date of the order. 9. The Petitioners in all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Scheme Petition Nos. 180 of 2011, 181 of 2011, 182 of 2011, 183 of 2011 and 184 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 6 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 (O. S.), Bombay. (S. J. Kathawalla, J.)