IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.240 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.240 OF 2009 AJMAL PERFUMES PRIVATE LIMITED ………Petitioner / Transferor Company. COMPANY PETITION NO.241 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.241 OF 2009 AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED .………Petitioner / Transferee Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of AJMAL PERFUMES PRIVATE LIMITED with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in Company 1 Petition No.240 of 2009 Mr. M. S. Bhardwaj and N. D. Sharma i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. CORAM: A. M. Khanwilkar, J. DATE: 17th July, 2009 PC: 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 Scheme of Amalgamation of AJMAL PERFUMES PRIVATE LIMITED with AJMAL FRAGRANCES & FASHIONS PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake 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 an Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. So far as paragraph 6 of said affidavit is concerned, the Petitioner Company through their Counsel undertake to 2 comply with the Accounting Standard-14 i.e. ‘Accounting for Amalgamation’ issued by the Institute of Chartered Accountants of India. The Said undertaking is accepted. 5. The Official Liquidator has filed report in Company Petition No.240 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material placed on record, 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 come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.240 of 2009 filed by the Transferor Company are made absolute in terms of prayer (a) to (j) and Company Petition No.241 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar High 3 Court, (O. S.) Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Petition No.240 of 2009 filed by the Transferor Company to pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 4