1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 918 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1187 OF 2007 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of Monalisa Cement Agency Private Limited with Moonlight Cement Traders Private Limited. Monalisa Cement Agency Private Limited …Petitioner Company (Transferor Company) AND COMPANY PETITION NO. 919 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1188 OF 2007 In the matter of the Scheme of Amalgamation of Monalisa Cement Agency Private Limited with Moonlight Cement Traders Private Limited. Moonlight Cement Traders Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners Mr. M. S. Bhardwaj for R.D. in both Petitions. Mr. S. Ramakantha, Deputy Official Liquidator in CP. No. 918 of 2007 CORAM: A. M. KHANWILKAR, J. DATE: 18th JANUARY, 2008 2 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Monalisa Cement Agency Private Limited, the Transferor Company with Moonlight Cement Traders Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Hon’ble Court and have filed necessary Affidavits of compliance in Court. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. No party concerned has come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clauses (a) to (j) in Company Petition Nos. 918 of 2007 and in terms of prayer clauses (a) to (i) in Company Petition No. 919 of 2007. 7. The Transferee Company to lodge 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. 8. The Petitioner Companies in both Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. Further, the Petitioner Company in Company Petition of the Transferor Company to pay costs of Rs. 5000/- to the Official Liquidator. Costs to be paid within 4 weeks from today. Petitioner Companies to comply with statutory compliances applicable, if any. 3 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.)