IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1009 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1177 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 PREETI LOGISTICS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “Survey No. 137 / 1A/ 1, at Ajivali Village, Old Mumbai –Pune highway, (NH-4) Taluka - Panvel, Dist. Raigad - 410206. AND In the matter of SCHEME OF AMALGAMATION BETWEEN PREETI LOGISTICS LIMITED (PLL), … Transferor Company AND NAVKAR CORPORATION LIMITED (NCL), …Transferee Company PREETI LOGISTICS LIMITED, …Petitioner / Transferor Company Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. C.J. Joy i/b Mr. S. K. Mohopatra for Regional Director Mr. P. Ramarao, Official Liquidator present in Court CORAM: S.J. KATHAWALLA, J. DATE: 11th February, 2010 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 between Preeti Logistics Limited, the Petitioner / Transferor Company with Navkar Corporation Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner / Transferor Company is a wholly owned subsidiary of the Transferee Company. He has further submitted that in view of the Judgment in the case of Mahaamba Investment Limited v/s IDI Limited ((2001) 105 Company Cases pages 16 to 18) filing of the separate Petition of the Transferee Company i.e. Navkar Corporation Limited has been dispensed with by an order 2 dated 20th November, 2009 passed by this Court in Company Application No. 1177 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. 5. The Regional Director has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and Public. 6. The Official Liquidator has filed a Report stating therein that the affairs of Petitioner Company have been conducted in a proper manner and that 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 any public policy. None of the parties concerned has appeared to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 1009 of 2009 is made absolute in terms of prayer clauses (a) to (i) of the Petition. 3 9. The Petitioner Company to lodge 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. 10. The Petitioner Company in the above Petition to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, Maharashtra and also to the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from the date of this 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 duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4