IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 837 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.818 OF 2007 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act And In the matter of a Scheme of Amalgamation of Wimco Boards Limited and Wimco Seedlings Limited with Wimco Limited Wimco Boards Limited ..Petitioner Company / Transferor Company AND COMPANY PETITION NO. 838 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.819 OF 2007 Wimco Seedlings Limited …Petitioner Company / Transferor Company WITH COMPANY PETITION NO. 839 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.820 OF 2007 Wimco Limited …Petitioner Company / Transferee Company Mr. Gaurav Joshi a/w Chakrapani Misra i/b Khaitan & Co. for the Petitioners Mr. S. Ramakantha Dy O. L. in Company Petitions No 837of 2007 and 838 of 2007 Mr. C. J. Joy and Ms. Bharti Mahant with S. K. Mohapatra for R. D. in all matters CORAM : A. M. Khanwilkar J. DATE : 18th January, 2008 P.C: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Wimco Boards Limited and Wimco Seedlings Limited (the Transferor Companies) with Wimco Limited (the Transferee Company). 3. Counsel appearing on behalf of the Petitioners has stated that the individual notices have been served upon the Creditors as per the directions of this Hon’ble Court and the Petitioners have complied with all the requirements as per the directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. 4. 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 has 2 come forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is in the interest of shareholders and creditors of the Petitioner Companies. 5. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.837 of 2007 and Company Petition No.838 of 2007 filed by the Transferor Companies are made absolute in terms of prayers clauses (a) to (g). Company Petition No.839 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 6. The Transferee 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. 7. The Petitioners in all the Company Petitions to pay Cost of Rs.5000/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Petition filed by the Transferor Companies. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Registry. 3 (A. M. Khanwilkar, J.) 4