IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.795 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.939 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of ELITE AGENCIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 1513, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021. AND In the matter of SCHEME OF AMALGAMATION BETWEEN ELITE AGENCIES PRIVATE LIMITED (EAPL), … Transferor Company AND RESHAM RESHA PRIVATE LIMITED (RRPL), …Transferee Company ELITE AGENCIES PRIVATE LIMITED ……Petitioner Company 2 Mr. Shiralkar a/w Sushant Chavan i/by M/s. Shiralkar & Co., for the Petitioner Mr. Mandar Goswami i/b Mr. S. K. Mohopatra for Regional Director Mr. P. Ramarao, Dy. Official Liquidator present. CORAM: Dr. D.Y. CHANDRACHUD J. DATE: 20th November, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Elite Agencies Private Limited, the Transferor / Petitioner Company with Resham Resha Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that the Transferor / Petitioner Company is a wholly owned subsidiary of the Transferee Company. He has further submitted that in view of the Judgement in the case of Mahaamba Investment Limited v/s IDI 3 Limited [(2001) 105 Company Cases page 16 to 18], filing of the separate Application and Petition of the Transferee Company i.e RESHAM RESHA PRIVATE LIMITED, has been dispensed with by an order dated 11th September, 2009 passed by this court in Company Application No. 939 of 2009. 4. Counsel appearing on behalf of the Petitioner Company 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. Moreover, the Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of his Affidavit, the Scheme does not appear to be prejudicial to the interest of Shareholders and public. So far as remarks in paragraph 6 of the Affidavit of Regional Director regarding filing of copy of the Scheme alongwith the copy of Court’s order on this Petition is concerned, the Petitioner’s Company Counsel undertakes to file a copy of the scheme along with the copy of this Court’s Order on this Petition within 30 days from the date of the said Order with the Reserve Bank of India. The said undertaking is accepted. 4 6. The Official Liquidator has filed a report in Company Petition No.795 of 2009 stating that the affairs of Transferee Company have been conducted in a proper manner and the Petitioner Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has appeared to oppose the Scheme. 8. There is no objection to the Scheme. Since all the requisite statutory compliances have been fulfilled, Company Petition No.795 of 2009 is made absolute in terms of prayer clauses (a) to (i) of the Petition. 9. The Petitioner Company to lodge copy of this order and the scheme duly authenticated by the Company Registrar, High Court (OS), Bombay, with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioner Company in the above Petition to pay costs of Rs.7,500/- each to the Regional Director, Western Region, and also to the Official 5 Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. CHANDRACHUD J.)