IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 5 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1329 OF 2007 In the matter of Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Speciality Equipments Private Limited, Accost Communication Private Limited and Magnific Technologies Private Limited with Commune Equipments and Trading Company Private Limited and Their Respective Shareholders. SPECIALITY EQUIPMENTS PRIVATE LIMITED ……Petitioner / Transferor Company AND COMPANY PETITION NO. 6 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1330 OF 2007 ACCOST COMMUNICATIONS PRIVATE LIMITED ……Petitioner / Transferor Company AND COMPANY PETITION NO. 7 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1331 OF 2007 MAGNIFIC TECHNOLOGIES PRIVATE LIMITED ……Petitioner / Transferor Company WITH COMPANY PETITION NO. 8 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1332 OF 2007 COMMUNE EQUIPMMENTS AND TRADING COMPANY PRIVATE LIMITED ……Petitioner / Transferee Company : 2 : Mr. Prasad Lotlikar i/b M/s. Vishwas Pathak & Co., Advocates for the Petitioner Companies. Mr. S. Ramakantha, Dy. O. L. in C. .P. No. 5 of 2008, C.P. No. 6 of 2008 & in C.. P. No. 7 of 2008 Mr. C. J. Joy i/b. Mr. S. K. Mohapatra for R.D. in all the Company Petitions. Coram : A. M. Khanwilkar J. Date: 22nd February 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation between Speciality Equipment Pvt. Ltd. and Accost Communication Pvt. Ltd. and Magnific Technologies Pvt. Ltd., the Transferor Companies with Commune Equipments & Trading Company Pvt. Ltd., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. However, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act., 1956 and the Company (Court) Rules, 1959. 4. 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. 5. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. C. P. No. 5 to 8 of 2008 : 3 : 6. The Official Liquidator has filed his Report in Company Petition No.5 of 2008 and in Company Petition No.6 of 2008 and in Company Petition No.7 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled, Company Petition No.5 of 2008 and Company Petition No.6 of 2008 and Company Petition No.7 of 2008 are made absolute in terms of prayer clauses (a) to (j) and Company Petition No.8 of 2008 is made absolute in terms of prayer clauses (a) to (l). 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of Stamp Duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of the Order. 9. The Petitioners in all the Company Petitions to pay costs of Rs. 5,000/- each to the ‘Regional Director’. Petitioner in Company Petition No.5 of 2008 and in Company Petition No.6 of 2008 and in Company Petition No.7 of 2008 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.5,000/- each. Costs to be paid within 4 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 duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar. J) IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 5 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1329 OF 2007 In the matter of Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; SPECIALITY EQUIPMENTS PRIVATE LIMITED …Petitioner / Transferor Company AND COMPANY PETITION NO. 6 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1330 OF 2007 ACCOST COMMUNICATIONS PRIVATE LIMITED … …Petitioner / Transferor Company AND COMPANY PETITION NO. 7 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1331 OF 2007 MAGNIFIC TECHNOLOGIES PRIVATE LIMITED …… Petitioner / Transferor Company WITH COMPANY PETITION NO. 8 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1332 OF 2007 COMMUNE EQUIPMMENTS AND TRADING COMPANY PRIVATE LIMITED …… Petitioner / Transferee Company MINUTES OF ORDER Dated this 22nd day of February, 2008 M/S. VISHWAS PATHAK & CO., Advocates for the Petitioner, Office No.15, 3rd Floor, 227, P. D’Mello Road, Near GPO, Fort, Mumbai – 400 001.