Company Petition Nos. 277, 278, 279, 280 and 281 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 277 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 311 OF 2008 Cockscomb Investment & Finance Private Limited …Petitioner/ Transferor No. 1 Company AND COMPANY PETITION NO. 278 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 312 OF 2008 Desons Investments Private Limited …Petitioner/ Transferor No. 2 Company AND COMPANY PETITION NO. 279 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 313 OF 2008 Shailendra Investment and Trading Company …Petitioner/ Transferor No. 3 Company AND COMPANY PETITION NO. 280 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 314 OF 2008 Yeshwant Trading and Investment Private Limited …Petitioner/ Transferor No. 4 Company AND COMPANY PETITION NO. 281 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 315 OF 2008 Ajinkya Investment and Trading Company Private Limited …Petitioner/ Transferee Company Company Petition Nos. 277, 278, 279, 280 and 281 In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394, of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Cockscomb Investment & Finance Private Limited, Desons Investments Private Limited, Shailendra Investment and Trading Company, Yeshwant Trading and Investment Private Limited with Ajinkya Investment and Trading Company Private Limited and their respective shareholders and creditors. Mr. Tapan Deshpande i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., for the Petitioner. ______________________ with _____________________ i/b. Mr. S. K. Mohapatra in both Petitions for Regional Director Mr. S. Ramakantha Dy. Official Liquidator in C.P. No. 277 of 2008 to 280 of 2008 Corum: S. C. Dharmadhikari, J. Dated: 6th June 2008 P.C.: 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 the Scheme of Amalgamation of Cockscomb Investment & Finance Private Limited, Desons Investments Private Limited, Shailendra Investment and Trading Company, Yeshwant Trading and Company Petition Nos. 277, 278, 279, 280 and 281 Investment Private Limited with Ajinkya Investment and Trading Company Private Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner Companies, has stated that the Petitioner Companies have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. 5. The Official Liquidator has filed its report 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. 6. 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 and shareholders and public. 7. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition No. 277 of 2008 filed by the Transferor no.1 Company is made absolute in terms of prayer clauses (a) to (g) of the said Petition, Company Petition 278 of 2008 filed by the Transferor No. 2 is made absolute in terms of prayers clause (a) to (g) of the Petition, Company Petition Nos. 277, 278, 279, 280 and 281 Company Petition 279 of 2008 filed by the Transferor No. 3 is made absolute in terms of prayers clause (a) to (g) of the Petition, Company Petition 280 of 2008 filed by the Transferor No. 4 is made absolute in terms of prayers clause (a) to (g) of the Petition and Company Petition 281 of 2008 filed by the Transferee Company is made absolute in terms of prayers clause (a) to (f) of the Petition 8. The Petitioner Companies 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. 9. The Petitioner Companies in all the above Petitions to pay costs of Rs. 5000/- each respectively, to the Regional Director and the Petitioner in Company Petition Nos. 277, 278, 279 and 280 of 2008 to pay a sum of Rs. 5,000/- each to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme, duly authenticated by the Registry. (S. C. Dharmadhikari, J.)