1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.102 OF 2009 WITH COMPANY APPLICATION NO.141 OF 2009 Arkay Sales & Services Pvt.Ltd. .. Petitioner Transferor Company. WITH COMPANY PETITION NO.101 OF 2009 WITH COMPANY APPLICATION NO.142 OF 2009 Fixwell Developers Pvt.Ltd. .. Petitioner Transferor Company. WITH COMPANY PETITION NO.103 OF 2009 WITH COMPANY APPLICATION NO.143 OF 2009 Vinergy International Pvt.Ltd. .. Petitioner Transferor Company. In the matter of Scheme of Amalgamation of Arkay Sales & Services Pvt.Ltd., the First Transferor Company & Fixwell Developers Pvt.Ltd. the Second Transferor Company with Vinergy International Pvt.Ltd., the Transferee Company. Mr.Rajesh Shah i/b. Rajesh Shah & Co. for 2 petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.101 of 2009 to 102 of 2009 Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for R.D. in C.P. No.101 of 2009 to 103 of 2009. CORAM : S.C.DHARMADHIKARI, J. DATE : 24th April 2009. P.C. . 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 Arkay Sales & Services Pvt.Ltd., the petitioner/ First Transferor Company and Fixwell Developers Pvt.Ltd., the Second Transferor Company with Vinergy International Pvt.Ltd., the Transferee Company. 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 3 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 thereunder. 4. The Regional Director has filed an 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 Nos.101 of 2009 to 102 of 2009 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 4 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 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 Petition No.101 of 2009 to 102 of 2009 filed by the Transeror Companies are made absolute in terms of prayer clauses (a) to (j) of the respective petitions and Company petition No.103 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The petitioner companies to lodge a copy 5 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.7500/- each to the Regional Director and the Petitioner in Company Petition Nos. 101 of 2009 to 102 of 2009 filed by the transferor companies to the Official Liquidator. Costs to be paid within four 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 along with Scheme duly authenticated by the Company Registrar, High 6 Court, Bombay. (S.C.Dharmadhikari, J)