IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.958 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1229 OF 2007 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Laxmi Jewel Private Limited with Laxmi Diamond Private Limited. Laxmi Jewel Private Limited ........ Petitioner(Transferor Company) Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners Mr. D. A. Dubey i/b Mr. S.K Mohapatra for R.D. Mr. S. Ramakantha, Deputy Official Liquidator. CORAM: A. M. KHANWILKAR J. DATE : 22nd FEBRUARY, 2008 PC: 1.Heard learned counsel for parties. 2.The sanction of the Court is sought under Section 391 to 394 of the Companies Act,1956 to the Scheme of Amalgamation of Laxmi Jewel Private Limited, the Transferor Company with Laxmi Diamond Private Limited, the Transferee Company. The Petitioner is a 100% subsidiary of the Transferee Company. In the circumstances and in view of the Judgement in the case of Mahaamba Investments Ltd v. IDI Ltd [2001(Vol.105) Company Cases,16] the filing of a separate application/petition for sanction of the said scheme by the Transferee Company was dispensed with vide order dated 30th November, 2007 passed by the Hon’ble Court in Company Application No.1229 of 2007. 3.Counsel appearing on behalf of the Petitioner have stated that they have complied with all the requirements as per directions of this Hon' ble Court and they have filed necessary affidavits of compliance in the Court. 4.The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. 5.The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in a proper manner. 6.Upon perusal of the entire material on record, in my opinion 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. 7.There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition filed by the Transferor Company are made absolute in terms of prayer clause (a) to (c). 2 8.The Transferee Company to lodge 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 authenticated and/or certified copy of this Order. 9.The Petitioner to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances,applicable,if any. 10.Filing and issuance of the drawn up order is dispensed with. 11.All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 3