1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION. NO.617 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.510 OF 2010 Meso Private Limited … Petitioner/Transferee Company WITH COMPANY SCHEME PETITION. NO.618 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.509 OF 2010 Vijeta Foods Private Limited … Petitioner/Transferor Company In the matter of sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Vijeta Foods Private Limited and Meso Private Limited Mrs. Alpana Ghone along with Mr. Munaf Virjee and Mr. Nirman Sharma i/b DSK Legal Advocates for the Petitioners in both Petitions. Mr. C.J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. Dr. T. Pandian, Official Liquidator present in C.S.P. No. 618 of 2010. 2 CORAM: S.J. VAZIFDAR, J. DATE: 29th March, 2011 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Vijeta Foods Private Limited and Meso Private Limited. 3. Counsel appearing on behalf of the Petitioner Company 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. Moreover, the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed the report stating that the affairs of the Transferor Company have been conducted in a 3 proper manner and that the Transferor Company may be ordered to be dissolved. 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the Parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 617 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f) of the Petition and Company Scheme Petition No. 618 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g). 8. The Transferee Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days the date of Order. 9. The Petitioners in both Company Petitions to pay costs of Rs.10,000/- each to the Regional Director. Petitioner in C.S.P No.618 of 2010 to pay costs of Rs.10,000/- to the Official 4 Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)