1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 741 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 612 OF 2010 Wahedna Stocks & Shares Private Limited ….Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 742 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 613 OF 2010 Mrignayani Investments & Trading Private Limited ….Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 743 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.614 OF 2010 Caprilloy Polymers Private Limited ….Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO 744 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 615 OF 2010 Profitech Trade & Investment Private Limited ….. Petitioner/Fourth Transferor Company AND COMPANY SCHEME PETITION NO 745 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 616 OF 2010 Athith Investments And Trading Company Private Limited ….. Petitioner/Fifth Transferor Company Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all petitions. Dr. T. Pandian Official Liquidator in all petitions . Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. 2 CORAM: S.J. KATHAWALLA, J DATE: 17th JUNE 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Wahedna Stocks & Shares Private Limited, Mrignayani Investments & Trading Private Limited, Caprilloy Polymers Private Limited, Profitech Trade & Investment Private Limited, Athith Investments And Trading Company Private Limited with Fine Estates Private Limited. 3. The counsel for the Petitioner submit that all the Transferor Companies are wholly owned subsidiaries of Fine Estates Private Limited, the Transferee Company and that by order passed by this Court in the Company Summons for Direction Nos. 612, 613, 614, 615 & 616 of 2010 on 17th September 2010, the filing of a separate Company Summons for Direction and Company Scheme Petition by Fine Estates Private Limited, the Transferee Company was dispensed with. 4. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 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 public. 6. The Official Liquidator has filed a report stating therein 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. 3 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, all the Petitions are made absolute in terms of prayer clause (a) of the respective Petitions. 9. The Petitioners 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 order. 10. The Petitioners in all Petitions to pay costs of Rs.10,000/- each to the Regional Director and 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 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)