IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.197 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.203 OF 2009 In the matter of Algilani Holdings Private Limited 1st Petitioner AND COMPANY PETITION NO.198 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.204 OF 2009 In the matter of Metropolitan Trading Company (India) Limited 2nd Petitioner AND COMPANY PETITION NO.199 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.205 OF 2009 In the matter of Zodiac Containers Private Limited 3rd Petitioner AND COMPANY PETITION NO.200 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.206 OF 2009 -: 2 :- In the matter of Companies Act 1 of 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Algilani Holdings Private Limited and Metropolitan Trading Company (India) Limited and Zodiac Containers Private Limited with Zodiac Private Limited. And In the matter of Zodiac Private Limited Zodiac Private Limited ) A Company incorporated under ) the Companies act, 1956 ) having its Registered Office ) at 10/76, Apte Properties, ) Off. ‘E’ Moses Road, ) Worli, Mumbai 400 018 ) 4th Petitioner Mr. Aurup Dasgupta i/b M/s. Jhangiani, Narula & Associates, Advocates for the Petitioners Mr. D. A. Dubey and P. K. Khosla i/b S. K. Mohopatra for the Regional Director Mr. S. Ramakantha, Deputy Official Liquidator present CORAM: A.M. Khanwilkar, J Dated: 8th May, 2009 -: 3 :- P.C. 1. The Petitioners in Company Petition Nos.197 of 2009, 198 of 2009 and 199 of 2009 are Transferor Companies and the Petitioner in Company Petition No.200 of 2009 is the Transferee Company and seek sanction of this Court to Amalgamation of Algilani Holdings Private Limited, Metropolitan Trading Company (India) Limited and Zodiac Containers Private Limited with Zodiac Private Limited as per the proposed Scheme of Amalgamation. 2. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per the directions of this Court and they have filed the necessary Affidavit of Service in the Court. 3. The Regional Director has filed an affidavit stating that the scheme is not prejudicial to the interest of the shareholders and public. 4. In paragraph No.6 of the Affidavit of the Regional Director, it is stated that the Petitioner Company / Companies should intimate Reserve Bank of India about the sanctioning of the Scheme within a period of 4 weeks from the date of receipt of the order. The Advocates on behalf of the Petitioners undertake to comply with above requisition. The said undertaking is accepted. -: 4 :- 5. The Official Liquidator has filed his report stating that the affairs of the 1st Transferor Company being Petitioner in Company Petition No.197 of 2009, 2nd Transferor Company being Petitioner in Company Petition No.198 of 2009 and 3rd Transferor Company being Petitioner in Company Petition No.199 of 2009 have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on record, 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. 7. 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 shareholders, creditors and the public and the Official Liquidator has stated that affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, the Company Petitions are made absolute in terms of prayers (a) to (i). -: 5 :- 9. The 4th Petitioner 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 authenticated and / or certified copy of this order. 10. The 4th Petitioner Company to pay the costs of Rs.7,500/- to the Regional Director and to the Official Liquidator, High Court, Bombay in Company Petition Nos.197 to 200 of 2009. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay. COMPANY JUDGE