1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.834 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.766 OF 2007 Dynamic Pharmacals Pvt. Ltd. .... First Transferor Company AND COMPANY PETITION NO.835 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.767 OF 2007 Rivoli Restaurants Pvt. Ltd. .... Second Transferor Company WITH COMPANY PETITION NO.836 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.768 OF 2007 Capsulation Services Pvt. Ltd. .... Transferee Company In the matter of Section 391 and 394 of the Companies Act, 1956. And In the matter of Scheme of Amalgamation of 1. Dynamic Pharmacals Pvt. Ltd. And 2. Rivoli Restaurants Pvt. Ltd. With 3. Capsulation Services Pvt. Ltd. Mr. V. Chandrashekar for Petitioner. Mr. S. Ramakantha, Dy. O.L. in C.P. No.834 of 2007 and 835 of 2007 Mr. C. J. Joy and Mr. D. A. Dubey i/b Mr. S. K. Mohopatra for R.D., in all 2 matters. CORAM: A.M.KHANWILKAR, J. DATE: 28th February, 2008 P.C: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of M/s Dynamic Pharmacals Pvt. Ltd. And M/s Rivoli Restaurants Pvt. Ltd., the Transferor Companies with M/s Capsulation Services Pvt. Ltd., Transferee Company. 3. Counsel appearing on behalf of Petitioner has stated that Petitioner has complied with all statutory requirements as per directions of this Hon'ble Court and have filed necessary affidavits of compliance in the Court. 4. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable and is not violative of any provision of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has filed Affidavit stating that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and public. The Official Liquidator has also filed his report in Company Petition Nos.834 of 2007 and 835 of 2007 stating that the affairs of the Transferor Companies have been conducted in a proper manner and the Transferor companies may be ordered to be dissolved. 3 5. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.834 of 2007, 835 of 2007 and 836 of 2007 are made absolute in terms of prayer (1) to (3). 6. The Transferee Company 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. 7. The Petitioners in all Company Petitions to pay cost of Rs. 5000/- each to the Regional Director and to Official Liquidator in the Petition filed by Transferor Companies. Cost to be paid within four weeks from today. 8. Filing and issuance of drawn up order is dispensed with. 9. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. KHANWILKAR J.)