IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 147 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 142 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of JSL Structures Limited (JSL SL) AND In the matter of the Scheme of Amalgamation Between JSL Structures Limited (JSL SL) …Transferor Company With Jyoti Structures Limited (JSL) ….Transferee Company JSL Structures Limited, a company incorporated under the Companies Act, 1956 having its registered office at Valecha Chambers, 6th Floor, New Link Road, Andheri (w)- Mumbai 400 053. ) ) ) ) )…Petitioner/Transferor Company Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. C.J. Joy along with Mr. V.P. Sawant i/b Mr. S. K. Mohopatra for Regional Director in the Petition Mr. P. Ramarao, Official Liquidator present. 2 CORAM: S. J. Kathawalla, J. DATE: 30th April 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between JSL Structures Limited, the Petitioner / Transferor Company with Jyoti Structures Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of JSL Structures Limited, Petitioner / Transferor Company with Jyoti Structures Limited, Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner / Transferor Company is a wholly owned subsidiary of the Transferee Company. He has further submitted that in view of the Judgement in the case of Mahaamba Investment Limited v/s IDI Limited [(2001) 105 Company Cases page 16 to 18] filing of the separate Application and Petition of the Transferee Company i.e. Jyoti Structures Limited has been dispensed with by order dated 18th February, 2010 passed by this Court in Company Summons For Direction No.142 of 2010. 4. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per directions of this 3 Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 5. The Regional Director has filed an Affidavit, inter alia, stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed a report in Company Scheme Petition stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 147 of 2010 is made absolute in terms of prayer clauses (a) to (j) of the Petition. 9. The Transferee Company to lodge a 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 4 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioner Company in the above Petition to pay costs of Rs.7,500/- to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)