IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 886 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1018 OF 2009 Pragati Perfumes Private Limited … Petitioner/ Transferor Company WITH COMPANY PETITION NO. 887 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1019 OF 2009 Pragati Aroma Oil Distillers Private Limited … Petitioners/ Transferee Company IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of the Scheme of Amalgamation of Pragati Perfumes Private Limited with Pragati Aroma Oil Distillers Private Limited. Mr. Yogesh Adhia, Advocate for the Petitioners Mr. P. Ramarao, Official Liquidator present in C.P. No. 886 of 2009. Ms. Neeta Masurkar i/b Mr. S. K Mohapatra for the Regional Director in both Petitions. CORAM : S. J. KATHAWALLA J DATE : 26 th February, 2010 P.C.: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Pragati Perfumes Private Limited with Pragati Aroma Oil Distillers Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the 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 other statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6, the Scheme does appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the said Affidavit reads thus: “That the Department further submits that Transferee Company vide its affidavit in para (2) dated 08/01/2010 admitted the violation of Section 297 of the Companies Act, 1956 and further submitted that on suo motu filed the Compounding Application under Section 621A of the Companies Act, 1956 with the Registrar of Companies, Mumbai, on 04/12/2009 for the contravention of the aforesaid violation.” 5. The Counsel for the Petitioners states that the alleged violation referred to by the Regional Director has no bearing whatsoever on the Scheme and hence, do not come in the way of the Scheme being sanctioned by the Court. He further states that the Transferee Company has suo motu filed the 3 Compounding Application under Section 621A of the Companies Act, 1956 with the Registrar of Companies, Mumbai for the contravention of the aforesaid violation. He also states that the above violation is technical in nature and does not affect the Scheme of Amalgamation and that the company is otherwise compliant of the statutory provisions of the Companies Act, 1956 and will comply with the relevant provisions of the Act. The said statement is accepted. 6. The Official Liquidator has filed a report in Company Petition No. 886 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From 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 public policy. None of the parties concerned have come forward to oppose the scheme. 8. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clauses (a) to (g) of the respective Petitions. 9. The Transferee Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order 10. The Petitioner in both Petitions to pay cost of Rs. 7500/- each to the Regional Director, Western Region. The Petitioner in Company Petition No. 886 of 2009 to pay cost of Rs. 7500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 4 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J)