: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.938 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1061 OF 2008 Gee Limited ....Petitioner Mr.Simil Purohit i/b M/s.Khaitan & Co. for the Petitioner. Ms.S.V. Bharucha i/b Mr.S.K. Mohapatra for the Regional Director. CORAM : S.J. VAZIFDAR, J. DATED : 23RD JANUARY, 2009. P.C. : 1. The Petitioner, transferee company seeks sanction of the scheme of amalgamation with three transferor companies. The registered office of the transferor companies is situated in Calcutta. Necessary Petitions have therefore been filed before the Calcutta High Court. The Hon’ble Calcutta High Court has allowed the Petition filed by the transferor companies by an order dated 4.8.2008. The procedure has been complied with. There is no objection either from the creditors or the shareholders or any other party. 2. The Regional Director has filed an affidavit stating that save and except what is stated in paragraph 6 thereof, the scheme is not prejudicial to the interest of the creditors, shareholders and the public. : 2 : 3. In paragraph 6, the attention of the Court is invited to the proceedings under Section 621(A) of the Companies Act against some of the Directors of the company for violating the provisions of Section 297 of the said Act. It is further stated that the Directors have accepted the same but contended that due to oversight, the approval as required under Section 297 have not ben obtained in respect of the transaction and that the parties and the company are taking necessary steps to make an application for compounding the offences. The Registrar of Companies has also been directed to take necessary action in this regard. 4. There is no other objection to the claim. There is no reason to reject the scheme for the reasons mentioned in paragraph 6 of the affidavit of the Regional Director. It is however, clarified that the said proceedings will naturally be decided on their own merits and this order will not affect the same. 5. The Hon’ble Calcutta High Court, as stated above, has allowed the Petition filed by the transferor companies except that clause 9 of the scheme has been deleted and the transferor companies have been directed to apply for dissolution without : 3 : winding up upon complying with the statutory provisions. 6. In the circumstances, the Petition is made absolute in terms of prayers (a) to (f) with the same reservation/condition as contained in the judgment of the Hon’ble Calcutta High Court namely that clause 9 of the scheme will stand deleted and the transferor companies will have to apply for dissolution without winding up upon complying with the statutory provisions. 7. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 8. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. : 4 : . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.