IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 583 OF 2005 CONNECTED WITH COMPANY APPLICATION 151 OF 2005 In the matter of the Companies Act, 1956; a n d In the matter of petition under Sections 391 to 394 of the Companies Act, 1956 a n d In the matter of Scheme of Amalgamation of Fathom Trading Company Private Limited and their respective shareholders and creditors. Fathom Trading Private Limited ..Petitioner/ Transferor Company a n d Company Petition No.582 of 2005 connected with Company Application No.152 of 2005 Damos Trading Company Private Limited ..Petitioner/ Transferee Company Mr.S.A.P.Thomas, Advocate for petitioners. Mr.C.J.Joy i/b Mr.S.K.Mohapatra for Regional Director in both petitions. Mr.S.Ramakantha, Dy.Oficial Liquidator in C.P.No.583 of 2005. CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI J. J. J. 27th June 2008 27th June 2008 27th June 2008 P.C. P.C. P.C. 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 Fathom Trading Company Private Limited, the Transferor Company with Damos Trading Company Private Limited, the transferee company and their respective shareholders and creditors. 3. Counsel appearing on behalf of the petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Further, the petitioner companies also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and rules made thereunder. 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 his report in Company Petition No.583 of 2005 stating that the affairs of Transferor Company has been conducted in a proper manner and the Transferor Company maybe 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of creditors and Shareholders and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.583 of 2005 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.582 of 2005 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (j). 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 Petitioners in both the company petitions to pay costs of Rs.5000/- each to the Regional Director and Petitioner in Company Petition No.583 of 2005 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.5000/- as costs to be paid within four weeks from the date of the order. 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 the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.)