IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.399 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.145 OF 2008 Danube Fashions Limited … Petitioner/ Transferor Company AND COMPANY PETITION NO.400 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.146 OF 2008 Technocraft Industries (India) Limited … Petitioner/ Transferee Company In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Danube Fashions Limited with Technocraft Industries (India) Limited. Mr. Simil Purohit i/b Kanga & Company, Advocates for Petitioners Mr. C. J. Joy i/b S.K. Mohpatra for the Regional Director in both Petitions. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No.399 of 2008. 1 1 CORAM: A. M. Khanwilkar J. DATE : 24th October 2008 P.C.: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Danube Fashions Limited, the Transferor Company with Technocraft Industries (India) Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have 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 through their Counsel also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interests of Creditors and Shareholders and public. 5. The Official Liquidator has filed his Report in Company Petition No.399 of 2008 stating therein that the affairs of the 2 2 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 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 have come forward to oppose the Scheme. Moreover the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders, creditors and the 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 No.399 of 2008 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (f) and Company Petition No.400 of 2008 filed by Transferee Company is made absolute in terms of prayers (a) to (e). 8. The Transferee Company to lodge copy of this order with the Registrar of Companies, Maharashtra, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication 3 3 of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition No.399 of 2008 to pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from the date of Order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4 4