IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.668 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.671 OF 2008 In the matter of the Companies Act, 1956 And In the matter of Sections 391 and 394 of the Companies Act, 1956 And In the matter of Vijay Silk House (Varanasi) Limited a Company incorporated under the Companies Act, 1956 and having its registered office at 7/23, Grants Building, Arthur Bunder Road, Colaba, Mumbai, Maharashtra. And In the matter of the Scheme of Amalgamation of Vijay Silk House (Varanasi) Limited with Vinayak Nirman Private Limited. M/s. Vijay Silk House (Varanasi) Limited ) a Company incorporated under the ) Companies Act, 1956 and having its ) registered office at 7/23, Grants ) Building, Arthur Bunder Road, Colaba, ) Mumbai, Maharashtra. ) … Petitioner Coram: A. M. Khanwilkar J. Date: 19 th December, 2008 1 Mr. J. P. Sen alongwith Mr. Farhan Dubash, i/b M/s. Federal & Rashmikant for the Petitioner. Mr. Ramakanta, Deputy Official Liquidator. Ms. Purnima Awasthi i/b Mr. S. K. Mohopatra for Regional Director P.C.:- 1. Heard learned Counsel for the parties. 2. The sanction of the court is sought under Sections 391 to 394 of the Companies Act 1956 to the Scheme of Amalgamation of Vijay Silk House (Varanasi) Limited with Vinayak Nirman Private Limited. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per the directions of the court and they have filed necessary affidavits of compliance in the court. However, Petitioner also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 2 5. The Official Liquidator has filed report in Company Petition No.668 of 2008 stating therein that the affairs of the Petitioner have been conducted in a proper manner and that the Petitioner may be ordered to be dissolved. 6. 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 policies. None of the parties concerned have come forward to oppose the scheme. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.668 of 2008 filed by the Petitioner is made absolute in terms of prayer clauses (a) to (g), subject to the sanction of the Scheme of Amalgamation by the Hon’ble High Court of Uttar Pradesh at Allahabad. 8. The Petitioner Company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamp for the purpose of adjudication of duty payable, if any, on the same within 30 days of 3 obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioner to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator. Cost to be paid within four weeks from date of the order. 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 duly authenticated by the Company Registrar, High Court, Bombay. COMPANY JUDGE 4