-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.401 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.573 OF 2008 Samrat Holdings Limited ... Petitioner/Transferor Company No.1 WITH COMPANY PETITION NO.402 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.574 OF 2008 Questar Investments Limited ... Petitioner/Transferor Company No.3 In the matter of Companies Act, 1956 And In the matter of Samrat Holdings Limited; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Amalgamation of 1. Samrat Holdings Limited, 2. Titan Holdings Limited, 3. Questar Investments Limited -: 2 :- With Titan Industries Limited Mr.P.N.Vora i/b. Mr.Maulik P. Vora for the Petitioner. Mr.S.Ramakantha, Dy.Official Liquidator in C.P.No.401 AND 402 of 2008. Mr.D.A.Dubey i/b. Mr.S.K.Mohapatra for Regional Director in C.P.No.401 and 402 of 2008. Coram : S.A.Bobde, J. Dated : 8th August, 2008. P.C. 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, by the Petitioners/two of the Transferor Companies, to the Scheme of Amalgamation of Samrat Holdings Limited, Titan Holdings Limited and Questar Investments Ltd., the Transferors Company with Titan Industries Limited, the Transferee Company. Titan Holdings Ltd., Transferor Company No.2 having its Registered Office at Bangalore has filed separate proceedings in the Hon’ble High Court of Judicature at Karnataka, Bangalore, which is pending before the said Court. The Registered Office of the Transferee Company is at Hosur, in Tamilnadu. Counsel appearing on behalf of -: 3 :- the Petitioners state that as the Scheme does not affect the rights of the members or Creditors of the Transferee Company, as between themselves and the Transferee Company, or does not involve a reorganization of the share capital of the Transferee Company and therefore no application under Section 391 and Section 394, would be necessary. Counsel in support of the submission relied upon the judicial authority of this Hon’ble Court in the matter of Prime Skyline Developers Pvt. Ltd., in Company Petition No.960 of 2007. 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. However, 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 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.401 and 402 of 2008 stating therein that the Petitioners Companies may be ordered to be dissolved. -: 4 :- 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 Petitioners Company 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.401 of 2008 and Company Petition No.402 of 2008 filed by the Petitioners Company are made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies 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 certified copy and/or an authenticated copy of the Order. 9. The Petitioner in all the Company Petitions to pay cost of Rs.7500/- each to the Regional Director in all the -: 5 :- Petitions and to the Official Liquidator by the Petitioner in the Company Petition No.401 of 2008 and Company Petition No.402 of 2008 filed by the Petitioners 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.A. Bobde, J.)