1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.112 OF 2008 WITH COMPANY APPLICATION NO.114 OF 2008 Proto-type Developers Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.113 OF 2008 WITH COMPANY APPLICATION NO.115 OF 2008 Ashok Apparels Pvt.Ltd. .. Petitioner Mr.Rajesh Shah i/b. Rajesh Shah & Co. for petitioners. Mr.S.Ramakantha, Dy.O.L. in C.P.No.112 of 2008 Mr.C.J.Joy i/b. S.K.Mohontra for R.D.in all matters CORAM : S.C.DHARMADHIKARI, J. DATE : 2nd May 2008 P.C. . Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with sections 100 to 103 2 of the Companies Act, 1956 to the Scheme of Amalgamation between Proto-Type Developers Pvt.Ltd. (Transferor Company) with Ashok Apparels Pvt.Ltd. (Transferee Company). 3. Learned Counsel appearing on behalf of the petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. However, petitioner companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Official Liquidator has filed report 3 in Company Petitions No.112 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, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders, creditors and the public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled. Company Petitions No.112 of 2008 filed by the Transferor Company is made 4 absolute in terms of prayer clauses (a) to (d). Company Petition No.113 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. Petitioner Companies to lodge a copy of this order and the scheme with the concerned superintendent of Stamps for the purposes 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. Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and the petitioner in Company Petition No.236 of 2008 filed by the Transferor Companies to pay the Official Liquidator a sum of Rs.5000/- each. Costs to be paid within four weeks from today. 5 10. Filing and issuance of the drawn up order is dispensed with. 11. All Authorities concerned to act on a copy of this order along with scheme to be authenticated by the Company Registry. (S.C.Dharmadhikari, J)