((-1-)) IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.86 OF 2006 WITH COMPANY APPLICATION NO.182 OF 2006 Glass Engineers Pvt.Ltd. Petitioner Company WITH COMPANY PETITION NO.87 OF 2006 WITH COMPANY APPLICATION NO.183 OF 2006 Piramal Texturising Pvt.Limited Petitioner Company WITH COMPANY PETITION NO.88 OF 2006 WITH COMPANY APPLICATION NO.184 OF 2006 Legend Pharma Pvt.Ltd. Petitioner Company WITH COMPANY PETITION NO.89 OF 2006 WITH COMPANY APPLICATION NO.185 OF 2006 Vulcan Investments Pvt.Limited Petitioner Company WITH COMPANY PETITION NO.90 OF 2006 WITH COMPANY APPLICATION NO.186 OF 2006 Piramal Aromatics Pvt.Limited Petitioner Company WITH ((-2-)) COMPANY PETITION NO.91 OF 2006 WITH COMPANY APPLICATION NO.187 OF 2006 Piramal Chemicals Pvt.Limited Petitioner Company WITH COMPANY PETITION NO.92 OF 2006 WITH COMPANY APPLICATION NO.188 OF 2006 Rosella Investments Pvt.Limited Petitioner Company WITH COMPANY PETITION NO.93 OF 2006 WITH COMPANY APPLICATION NO.189 OF 2006 Vintage Investments Pvt.Limited Petitioner Company WITH COMPANY PETITION NO.94 OF 2006 WITH COMPANY APPLICATION NO.190 OF 2006 Nandan Piramal Investments Pvt.Ltd. Petitioner Company WITH COMPANY PETITION NO.95 OF 2006 WITH COMPANY APPLICATION NO.191 OF 2006 Swati Piramal Investments Pvt.Ltd. Petitioner Company WITH COMPANY PETITION NO.96 OF 2006 WITH COMPANY APPLICATION NO.192 OF 2006 Global Home Products Pvt.Ltd. Petitioner Company ((-3-)) WITH COMPANY PETITION NO.97 OF 2006 WITH COMPANY APPLICATION NO.193 OF 2006 Nipl Holdings Pvt. Limited Petitioner Company WITH COMPANY PETITION NO.98 OF 2006 WITH COMPANY APPLICATION NO.194 OF 2006 GGL Holdings Private Limited Petitioner Company Shri Rajesh Shah i/by Rajesh Shah & Co. for petitioner company. Shri S.C.Gupta, O.L. in 86 to 95/2006 Shri C.J.Joy with R.C.Master and M.M.Goswami i/by Dr.T.C.Kaushik for Regional Director in 86 to 98/2006 CORAM : S.C.DHARMADHIKARI, J. DATE : 5th May 2006 PC : 1. These are petitions under sections 391 to 394 of the Companies Act, 1956 seeking sanction to a composite scheme of amalgamation between the companies in these petitions and the respective share holders. 2. The petitions set out salient features of the scheme and the copies of the scheme are annexed ((-4-)) thereto. Necessary averments are made and declarations are given. There is a compliance with the provisions in the Act and the Rules with regard to the same. 3. The Regional Director has filed an affidavit and has pointed out that the scheme is not prejudicial to the interest of share holders and the creditors. However, he has stated that one of the petitioners namely Valcun Investments Pvt. Ltd. has sought for reduction in it’s paid up capital. Hence, the said company may be directed to comply with the provisions of Sections 100 to 104 of the Companies Act, 1956. 4. Shri Shah appearing for the petitioners makes a statement that necessary compliance with these provisions would be made. 5. One of the Transferee Company’s authorised share capital would be increased, and, therefore, Shri Shah states that as pointed out by the Regional Director, compliance will be made with provisions of Sections 94/97 of the Companies Act. 6. Subject to above, the scheme, as examined by ((-5-)) the Registrar of Companies and reported to the Regional Director, is not found to be prejudicial to the interest of creditors and the share holders. 7. The Official Liquidator in his report has referred to the findings of the auditors to the effect that the books of accounts, relevant records and papers having been examined, they have found nothing which would indicate that affairs of Transferor Companies have been carried on contrary to the interest of members and public interest. 8. Five years’ accounts which have been audited and records & documents were examined by the auditor and he has found the explanation to his queries including pertaining to bad debts, to be satisfactory. 9. In the light of above, the petitions deserve to be granted. They are granted in following terms :- a) Company Petition Nos.86 to 88 of 2006 made absolute in terms of prayer clauses (a) to (m); ((-6-)) b) Company Petition Nos.89 to 95 of 2006 made absolute in terms of prayer clauses (a) to (n); c) Company Petition No.96 of 2006 made absolute in terms of prayer clauses (a) to (j); d) Company Petition No.97 of 2006 made absolute in terms of prayer clauses (a) to (p); e) Company Petition No.98 of 2006 made absolute in terms of prayer clauses (a) to (h); 10. In Company Petition Nos.89 to 95 of 2006 costs are quantified at Rs.2,500/- each to the Regional Director and Official Liquidator. 11. All concerned to act on an ordinary copy of this order and the scheme, duly authenticated by the Company Registrar. (S.C.DHARMADHIKARI, J.)