1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY NAGPUR BENCH, NAGPUR CMP No.26 of 2010 in CAL 26 of 2010 (In the matter of Umesh Properties Private Limited, Nagpur) And CMP No.27 of 2010 in CAL No.27 of 2010 (In the matter of Umesh Marketing Limited, Nagpur) Office Notes, Memoranda of Coram, appearances, Court's orders or directions Court's or Judge's orders and Registrar's order Shri A.S. Murty, Advocate for Petitioners. Shri Anjan De, Advocate for official Liquidator. Shri S.B. Bangde, Advocate, holding for Shri S.K. Mishra, ASG, for Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. Coram : R.K. Deshpande, J. Dated : 28 th January, 2011 1. Heard the learned counsel for the parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the scheme of amalgamation of Umesh marketing limited with Umesh properties private Limited and their respective shareholders and creditors. 3. The learned counsel appearing on behalf of the petitioners has stated that the petitioners have complied with all 2 the requirements as per the directions of this Court and he has filed the necessary affidavits of compliance in this Court. 4. The learned counsel appearing for the petitioners has stated that the petitioners have filed Company Application Nos.26 and 27 of 2010 for seeking the dispensation from holding meeting of the shareholders, secured creditors and unsecured creditors. He has further stated that pursuant to the order dated 15-10-2010, this Court has granted dispensation from holding the meeting of shareholders, secured and unsecured creditors. 5. The Regional Director has filed his report vide affidavit dated 20-1-2011 and after going through the scheme of amalgamation, has expressed that save and except, as stated in para 6 it appears that the scheme is not prejudicial to the interest of shareholders and public and in the light of the aforesaid facts, this Court may pass such order as it deems fit and proper. 6. Further, the Official Liquidator has filed his report to Company Petition No.27 of 2010 filed by the transferor-company vide pursis dated 6-1-2011 and has expressed that the affairs, so far as the transferor-company is concerned, have not been conducted in the manner prejudicial to the interest of its members/creditors or to the public interest in terms of the provisos to Section 394 of the Companies Act. He, therefore, prays that the matters may kindly be decided on their own merits. 7. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable and neither violates any provision of law, nor it is contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. 3 Moreover, both the Regional Director and the Official Liquidator have stated in their respective affidavit/report that the scheme as proposed is not prejudicial to the interest of shareholders, creditors and public in general. This Court, therefore, orders as under : 8. That all the properties, rights and powers of the transferor-company, specified in the schedule hereto, without further act or deed to the transferee-company, be transferred to and vested in the transferee-company for all the estates and interests of the transferor-company therein, but subject, nevertheless, to all the charges now affecting the same. The said transfer shall be in accordance with Section 394(2) of the Companies Act. 9. That all the liabilities and duties of the transferor-company be transferred without further act or deed to the transferee-company and the same shall become the liabilities and duties of the transferee-company. The said transfer shall be in accordance with Section 394(2) of the Companies Act. 10. That all the proceedings now pending by or against the transferor-company be continued by or against the transferee- company. 11. That the transferee-company do without further application allot to such member/s of the transferor-company, who have not given such notice of dissent as is required by clause no.8 of the scheme of amalgamation or compromise or arrangement herein, the shares in the transferee-company to which they are entitled under the said compromise or 4 arrangement. 12. That the transferor-company do within 30 days after the date of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the transferor-company shall be dissolved without wining up and the Registrar of Companies shall place all the documents relating to the transferor-company and registered with him on the file kept by him in relation to the transferee-company and the files relating to the said two companies shall be consolidated accordingly. 13. That any person interested shall be at liberty to apply to the Court in the above matters for any direction that may be necessary. 14. All the authorities concerned to act on a copy of this order duly authenticated by the Company Registrar of this Court. Judge