IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.620 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.462 OF 2009 In the matter of the Companies Act,1956 ( 1 of 1956), AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation between UTOPIA TRADING AND HOLDING COMPANY PRIVATE LIMITED WITH GALVAWIRE AGENCIES PRIVATE LIMITED UTOPIA TRADING AND HOLDING COMPANY PRIVATE LIMITED ...Petitioner/Transferor Company And COMPANY PETITION NO.621 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.463 OF 2009 GALVAWIRE AGENCIES PRIVATE LIMITED ... Petitioner/Transferee Company 1 Mr. Sunil Kadam Advocate for the Petitioners Mr. P. Ramarao, Official Liquidator in Company Petitions Nos.620 of 2009 Mr. C. J. Joy and Mr. H. V. Mehta i/b Mr.S. K. Mohapatra for Regional Directors in all matters. CORAM : S. J. Kathawalla J. DATE : 29th September, 2009. 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 Utopia Trading And Holding Company Private Limited (The Transferor Company) with Galvawire Agencies Private Limited (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 compliance in the Court. Moreover, the 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 interest of shareholders and public. 5. The Official Liquidator has filed his Report in Company Petition No.620 of 2009 stating therein that the affairs of the Transferor Companies have been 2 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 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 share holders 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 Nos.620 of 2009 filed by the Transferor Company and Company Petition No.621 of 2009 filed by the Transferee Company are made absolute in terms of prayer clauses (a) of the respective Petition. 8. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 9. The Petitioners in all the Company Petitions to pay Cost of Rs.7,500/- each to the Regional Director. The Petitioners in Company Petition Nos.620 of 2009 to 3 pay cost of Rs.7,500/- each 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 authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4