IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 50 TO 52 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 596, 1334 & 1335 OF 2009 M/s. EDGE FINE PRINT PVT. LTD. .. Petitioner / Transferor Company AND MORNING GLORY INVESTMENT LTD. WITH M/S. SHIPPING TIMES (INDIA) PVT. LTD. WITH COMPANY SCHEME PETITION NO. 50 TO 52 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 596, 1334 & 1335 OF 2009 M/s. SHIPPING TIMES (INDIA) PVT.LTD. … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to Section 394 of the Companies Act, 1956. AND In the matter of Edge Fine Print Pvt. Ltd., a Company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation Between Morning Glory Limited … Transferor Company AND M/s. Shipping Times (India) Pvt.Ltd., … Transferee Company 2 Mr. L.G.Waingankar & R.N. Patil, Advocates for Petitioners Mr. C. J. Joy, i/b Mr. H.P.Chaturvedi for Regional Director in all the Petitions. Dr. T. Pandian , Official Liquidator present in Court in CSP No. 50 of 2010 and 51 of 2010 CORAM: S.C. DHARMADHIKARI, J. DATE : 28th January, 2011. PC : 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, to a Scheme of Amalgamation between Edge Fine Print Pvt. Ltd. and Morning Glory Investment Ltd., the Transferor Companies with M/s. Shipping Times (India) Pvt. Ltd., the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Companies with the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they 3 have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies 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. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, the Regional Director has stated that :- “6. That the Deponent further submits that, in Clause No. 18.1 of the Scheme the period fixed for implementing the scheme is stated as 31/12/2008 which has already expired. In this connection Board of Directors of the petitioner companies have now passed fresh Board Resolution dated 04/11/2010 extending the period for implementing the scheme up to 31/03/2011. Hence the petitioner companies may be directed to make correction in Clause No. 18.1 of the Scheme accordingly.” 5. So far as the remark made by the Regional Director in paragraph 6 of his Affidavit is concerned, the Counsel for the Petitioners seek leave of this Court to amend the 4 Clause 18.1 of the proposed scheme by substituting the date 31/12/2008 with 31/03/2011, leave to amend is granted. Amendment to be carried out within two weeks from today. 6. The Official Liquidator has filed his report in Company Scheme Petition Nos. 50 of 2010 and 51 of 2010 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. 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. 8. Since all the requisite statutory compliance have been fulfilled, Company Scheme Petition No. 50 of 2010 and 51 of 2010, are made absolute in terms of prayer in clauses (a) to (e) of the respective Petition and Company Scheme Petition No. 52 of 2010 is made absolute in terms of prayers (a) to (d). 9. The Transferee Company to lodge a copy of this order and the scheme, duly authenticated by the Company 5 Registrar, High Court, 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. 10. The Petitioner Companies in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 51 of 2010 and 52 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from the date of this 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.C. Dharmadhikari, J.)