1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.55 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.845 OF 2010 SOUNDARYA INTERIORS PRIVATE LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.56 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.846 OF 2010 MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.57 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.847 OF 2010 GLAMOUR INTERIORS ARTS (INDIA) LIMITED ……Petitioner / Third Transferor Company In the matter of the Companies Act 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 of SOUNDARYA INTERIORS PRIVATE LIMITED and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED and GLAMOUR INTERIORS ARTS (INDIA) LIMITED With GALEECHA INDIA PRIVATE LIMITED 2 Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioners in all Petitions Dr. T. Pandian, Official Liquidator, present in all Petitions Ms. Jyotsna Pandi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM : S. J. Kathawalla, J. DATE : 17th June, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of SOUNDARYA INTERIORS PRIVATE LIMITED and MEDOWS PAPER (INDUSTRIES) PRIVATE LIMITED and GLAMOUR INTERIORS ARTS (INDIA) LIMITED with GALEECHA INDIA PRIVATE LIMITED and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Companies are wholly owned subsidiary of the Transferee Company. He has further stated that in view of the Judgment in the case of Mahaamba Investments Limited v/s IDI Limited [(2001) 105 Company Cases page 16 to 18 ], filing of separate Application and Petition by the Transferee Company was dispensed with by an order passed by this Court on 23th December, 2010in Company Summons for Direction Nos. 845 of 2011, 846 of 2011 and 847 of 2011. 4. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have 3 filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 5. The Official Liquidator has filed his report 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. The Regional Director has filed an affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 7. From the 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 come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, all the Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (j) to the respective Petitions. 9. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), 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. 4 10. The Petitioners in the all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. Kathawalla, J.)