1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.210 OF 2008 WITH COMPANY APPLICATION NO.214 OF 2008 G.Das Share & Stock Brokers Pvt.Ltd. .. Petitioner AND COMPANY PETITION NO.211 OF 2008 WITH COMPANY APPLICATION NO.215 OF 2008 G.Das Capital Markets Pvt.Ltd. .. Petitioner Ms.S.bandukwala i/b. J.Sagar Associates for petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.420 and 421/08 Ms.Purnima Awasthi i/b. S.K.Mohapatra for R.D. in all petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 2 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 for the merger of the G.Das Share and Stock Brokers Pvt.Ltd. with G.Das Capital Markets Pvt.Ltd. 2. Counsel appearing on behalf of the petitioner has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in this Court. Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 3. The Regional Director has filed its affidavit stating that the Scheme is not prejudicial to the interest of shareholders, creditors and public. 4. The Official Liquidator has filed his 3 report stating that the affairs of the Transferor Company have been conducted in a proper manner and therefore the Transferor company may be ordered to be dissolved. 5. 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 creditors, shareholders and public. 6. Since all the requisite statutory compliances have been fulfilled, Company Petition No.210 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (h) and Company Petition No.211 of 2008 filed by the Transferee Company is made absolute in terms 4 of prayers (a) to (g). 7. Transferor company 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. 8. The petitioner to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition No.210 of 2008 to pay cost of Rs.5000/- to the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, 5 Bombay. (S.C.Dharmadhikari, J)