IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.261 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.147 OF 2008 Coral Trading and Agencies Private Limited … Petitioner/ First Transferor Company AND COMPANY PETITION NO.262 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.148 OF 2008 Kihim Traders Pvt. Ltd. … Petitioner / Second Transferor Company AND COMPANY PETITION NO.263 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.149 OF 2008 Seacrest Trading and Agencies Pvt. Ltd. … Petitioner/ Third Transferor Company AND COMPANY PETITION NO.264 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.150 OF 2008 Parksons Press Pvt. Ltd. … Petitioner / Transferee Company In the matter of Companies Act, 1956 (1 of 1956); And 1 1 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 Coral Trading and Agencies Pvt. Ltd., Kihim Traders Pvt. Ltd. and Seacrest Trading and Agencies Pvt. Ltd. with Parksons Press Pvt. Ltd. Mr. Simil Purohit i/b Kanga & Company, Advocates for Petitioners Mr. C. J. Joy and Mr. P. Khosla i/b S.K. Mohapatra for the Regional Director in both Petitions. Mr. S. Ramakanth, Dy. Official Liquidator in C.P. Nos.261 to 263 of 2008. 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 Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Coral Trading and Agencies Private Limited, Kihim Traders Private Limited and Seacrest Trading and Agencies Private Limited, the Transferor Companies with Parksons Press Private 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 2 2 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 Affidavit in Reply stating therein that the Scheme is not prejudicial to the interests of Creditors and Shareholders and public. The Regional Director has however, in para – 6 of his Affidavit in Reply prayed that the Petitioner Companies may be directed to give clarification in respect of share exchange ratio and also to furnish the latest financial statements before this Court at the time of hearing. 5. The Transferee Company has filed the Affidavit of Mr. Ramesh Kejriwal, Director of the Transferee Company dated 22nd October 2008 giving clarification in respect of the share exchange ratio and has also annexed to the said Affidavit copies of the latest financial statements of all the Petitioner Companies. I accept the explanation regarding share exchange ratio given in the said Affidavit. 6. The Official Liquidator has filed his Report in Company Petitions No.261 of 2008, 262 of 2008 & 263 of 2008 stating therein that the affairs of all the three Transferor Companies have been conducted in 3 3 a proper manner and that all the said Transferor Companies may be ordered to be dissolved. 7. 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 three Transferor Companies have been conducted in a proper manner. 8. There is no objection to the Scheme, save and except, as stated in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petitions No.261 of 2008, 262 of 2008 and 263 of 2008 filed by Transferor Companies are made absolute in terms of prayer Clauses (a) to (f) and Company Petition No.264 of 2008 filed by Transferee Company is made absolute in terms of prayers (a) to (e). 9. 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 4 4 of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order: 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner Companies in Company Petition No.261 of 2008, 262 of 2008 & 263 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. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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.) 5 5