1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 883 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1132 OF 2007 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of Metropolitan Traders Private Limited and Sasoon Cement Suppliers Private Limited with Sunbright Cement Agencies Private Limited. Metropolitan Traders Private Limited …Petitioner Company (Transferor Company) AND COMPANY PETITION NO. 884 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1133 OF 2007 In the matter of the Scheme of Amalgamation of Metropolitan Traders Private Limited and Sasoon Cement Suppliers Private Limited with Sunbright Cement Agencies Private Limited. Sasoon Cement Suppliers Private Limited …Petitioner Company (Transferor Company) AND COMPANY PETITION NO. 885 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1134 OF 2007 In the matter of the Scheme of Amalgamation of Metropolitan Traders Private Limited and Sasoon 2 Cement Suppliers Private Limited with Sunbright Cement Agencies Private Limited. Sunbright Cement Agencies Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners Mr. C. J. Joy with S. K. Mohapatra for R.D. in all Petitions Mr. Ramakantha, Deputy Official Liquidator except in C.P. No. 885 of 2007. CORAM: A. M. KHANWILKAR, J. DATE: 11th JANUARY, 2008 P.C. 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 Metropolitan Traders Private Limited and Sasoon Cement Suppliers Private Limited, the Transferor Companies with Sunbright Cement Agencies Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Hon’ble Court and have filed necessary Affidavits of compliance in Court. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 3 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions filed by the Transferor Companies and the Transferee Company are made absolute in terms of prayer clause (a) to (i) in Company Petition Nos. 883 of 2007 and 884 of 2007 and in terms of prayer clause (a) to (h) in Company Petition No. 885 of 2007. 7. 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. 8. The Petitioner Companies in all Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. Further, the Petitioner Companies in Company Petitions of the Transferor Companies to pay costs of Rs. 5000/- each to the Official Liquidator. Costs to be paid within 4 weeks from today. Petitioner Companies to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.)