: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.633 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.606 OF 2008 Shree Mahalasa Electronics Pvt.Ltd. ....Petitioner AND COMPANY PETITION NO.634 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.607 OF 2008 Chembond Chemicals Ltd. ....Petitioner Mr.Dhawal Kenia i/b Law Charter for the Petitioners. Mrs.Purnima Awasthi i/b Mr.S.K. Mohapatra for Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 6TH FEBRUARY, 2009. P.C. : 1. Petition No.633 of 2008 has been filed by the transferee company and Petition No.634 of 2008 has been filed by the transferor company, seeking sanction of a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. The requirements and procedures have been complied with. 2. The Official Liquidator in his report stated that the affairs of the transferor company have not : 2 : been conducted in a manner prejudicial to the interest of its members or to the public interest. The Regional Director in his affidavit stated that the scheme is not prejudicial to the interest of the creditors, shareholders and public. Further the Regional Director has in paragraph 6 of the affidavit stated that prima-facie there appear to be violations of section 297 of the Companies Act in respect of transactions with related parties. An affidavit has been filed by the company stating that the application for compound has been made under Section 621(a). In view thereof, the Regional Director does not have any objection to the scheme as such. 3. It is clarified that the sanction by this Court of the scheme will not in any manner affect the proceedings that may be adopted in respect of the alleged contravention. Suffice it to state that in the facts of this case, that is not adequate ground for refusing sanctioning the scheme. 4. The entire procedure has been complied with. There is no objection to the scheme being sanctioned by any party. There is nothing on record which disentitles the Petitioners to the reliefs claimed. 5. Both the Petitions are made absolute in terms : 3 : of prayers (a). 6. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 7. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.