: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.785 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1166 OF 2008 Cambay Chem Ltd. ....Petitioner AND COMPANY PETITION NO.786 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1167 OF 2008 Rohan Dyes & Intermediates Ltd. ....Petitioner Mr.Prakash Shah with Mr.Pritesh Rajgor i/b PDS Legal for the Petitioner. Mr.C.J. Joy with Mr.S.D. Bhosale i/b Mr.S.K. Mohapatra for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 27TH FEBRUARY, 2009. P.C. : 1. Company Petition No.785 of 2008 has been filed by the transferor company. Company Petition No.786 of 2008 has been filed by the transferee company, seeking sanction of a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. The requirements and procedures have been complied with. : 2 : 2. The Official Liquidator in his report stated that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The Regional Director in paragraph 6 of his affidavit stated that a loan was taken in contravention of Section 58-A of the Companies Act. An affidavit has been filed today stating that the loan has been repaid. It is clarified that this order sanctioning the scheme will not affect in any manner the liability, if any, of any nature as a result of this alleged contravention. The concerned authorities will be entitled to take such action as permissible in law against the companies or their directors. It is not necessary for me to express any opinion about the alleged violation. Suffice it to state that the same does not adversely reflect upon the scheme. Save and except as stated in paragraph 6, the scheme is not prejudicial to the interest of the creditors and the shareholders. 3. The entire procedure has been complied with. There is no objection to the scheme being sanctioned by any party. There is nothing on record which disentitles the Petitioners to the reliefs claimed. : 3 : 4. In the circumstances, both the Company Petitions are made absolute in terms of prayers (a) to (f). 5. 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. 6. 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. 7. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.