IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 901 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1464 OF 2008 ALLTIME MERCANTILE COMPANY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO. 902 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1465 OF 2008 BIGDEAL MERCANTILE PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO. 903 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1466 OF 2008 NEWZONE MERCANTILE COMPANY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO. 904 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1467 OF 2008 SUPERPLAZA MERCANTILE COMPANY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO. 905 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1468 OF 2008 TOPSTAR MERCANTILE PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Amalgamation of Alltime Mercantile Company Private Limited (‘the First Transferor Company’) and Bigdeal Mercantile Private Limited (‘the Second Transferor Company’) and Newzone Mercantile Company Private Limited (‘the Third Transferor Company’) and Superplaza Mercantile Company Private Limited (‘the Fourth Transferor Company’) 2 with Topstar Mercantile Private Limited (‘the Transferee Company’) and their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 901 of 2008 to 904 of 2008. Mr. C. J. Joy with P. Khosla i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 901 OF 2008 to 905 of 2008 CORAM: A M Khanwilkar, J. DATE: 12 th December, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Alltime Mercantile Company Private Limited and Bigdeal Mercantile Private Limited and Newzone Mercantile Company Private Limited and Superplaza Mercantile Company Private Limited, the Transferor 3 Companies with Topstar Mercantile Private Limited, the Transferee Company and their respective shareholders 3. Counsel appearing on behalf of the Petitioners has 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 also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Official Liquidator has filed report in Company Petition No.901 of 2008 to 904 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. Moreover, the Regional 4 Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated 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 compliances have been fulfilled, Company Petitions Nos. 901 of 2008 to 904 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions and Company Petition No. 905 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c) 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator by the Petitioners in the Company Petitions Nos. 901 of 2008 to 904 of 2008 filed by the Transferor Companies. Costs to be paid within four weeks from today. 5 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 6