IN THE HIGH COURT OF JUDICATURE AT BOMBAY VP H ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No.969 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 1456 OF 2008 Hillshore Leafin & Investment ... Petitioner Pvt. Ltd. (First Transferor Company) WITH COMPANY PETITION No. 970 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 1457 OF 2008 Hataishi Securities Pvt. Ltd. ... Petitioner (Second Transferor Company) WITH COMPANY PETITION No. 971 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 1458 OF 2008 Jewel Millennium Investment & Trading Pvt. Ltd. ... Petitioner (Third Transferor Company) WITH COMPANY PETITION No. 972 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 1459 OF 2008 Laxmi Holdings P. Ltd. ... Petitioner (Fourth Transferor Company) WITH COMPANY PETITION No. 973 OF 2008 CONNECTED WITH COMPANY APPLICATION No. 1460 OF 2008 Shivum Holdings Pvt. Ltd. ... Petitioner (Transferee Company) Mr. Y. N. Adhia, for the petitioner. Ms. M. V. Masurkar, i/b Mr. S. K. Mohopatra, Regional Director. Mr. S. Ramakantha, Dy. Official Liquidator. - 2 - CORAM: S. J. VAZIFDAR, J. DATED: MARCH 20, 2009. 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 between the transferor Companies and the transferee Company. The petitioner in Company Petition Nos. 973 of 2008 is the transferee Company and the petitioners in the other Company Petitions are the transferor Companies. 3. Counsel appearing on behalf of the petitioner has stated that they have complied with all statutory reuirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertakes 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 to - 3 - the interest of creditors and shareholders and public. 5. The Official Liquidator has filed report in Company Petition Nos. 969 of 2008 to 972 of 2008 stating therein that the affairs of the Transferor Companies have been 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 has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interests of the share holders, creditors 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 requisites statutory compliances have been fulfilled, Company Petition No. 969 of 2008 to 972 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (g) and the Company Petition No. 973 of 2008, filed by the - 4 - Transferee Company is made absolute in terms of prayers Clause (a) to (g). 8. The petitioner Companies to lodge a 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 certified copy and/or an authenticated copy of the order. 9. The petitioners in Company Petition Nos. 969 of 2008 to 973 of 2008 to pay cost of Rs.7,500/- each to the Regional Director. The petitioners in Company Petition Nos. 969 of 2008 to 972 of 2008, filed by the transferor Companies to 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 alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay.