1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.210 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.195 OF 2010 Nagina Hotel Pvt. Ltd. ....Petitioner / Transferor Company Ms.Renuka Shetty i/b M/s.Crawford Bayley & Co. for the Petitioner. Mr.M.S. Bhardwaj i/b S.K. Mohapatra for the Regional Director. CORAM : S.J. VAZIFDAR, J. DATE : 25TH JUNE, 2010. P.C. :- 1. The Petitioner seeks a sanction to the scheme of amalgamation with a company viz. Varun Industries Ltd. The Petitioner is the transferor company. The procedure has been complied with. There are no objections to the scheme being sanctioned. 2. The Official Liquidator has filed an affidavit stating that the affairs of the Petitioner company have been conducted in proper manner. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the affidavit, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. 3. The objections raised in paragraph 6 of the affidavit by the Regional Director is that the transferee company has proposed to adopt the object clause of the memorandum of association of the transferor 2 company and that the transferee company ought therefore to be directed to comply with Section 40 read with 18 of the Companies Act in this regard. In view of the judgment of this Court in Re. : PMP Auto Industries Ltd., 1994 Vol.80 CC 289, the objection does not survive. 4. Company Petition is made absolute in terms of prayers (a) to (f). 5. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 6. The Petitioner company to pay costs of Rs.10,000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 7. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.