IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 390 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 437 OF 2010 OPTIM ESTATES PRIVATE LIMITED ……...Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO. 391 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.438 OF 2010 TRENT HYPERMARKET LIMITED ………..Petitioner / Transferee Company In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; In the matter of: The Scheme of Amalgamation of: (i) Optim Estates Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Ground Floor, Crystal Point, New Link Road, Andheri (West), Mumbai 400053, Maharashtra; (“Transferor Company”); with (ii) Trent Hypermarket Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at Taj Building, 2nd floor, 210, D.N. Road, Fort, Mumbai 400001, Maharashtra (“Transferee Company”) and their respective shareholders. 2 2 CORAM: S.J. Kathawalla J. DATE: 27th August, 2010 Mr. Sayantan Banerjee, i /b. AZB & Partners, Advocates for the Petitioners. Dr. T. Pandian, Dy. Official Liquidator, in CSP No. 390 of 2010 Mr. C.J. Joy with Mr. Zuber Dada, i/b Mr. S.K. Mohaptra for Regional Director in all Petitions. PC: 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 Optim Estates Private Limited (“Transferor Company”) with Trent Hypermarket Limited (“Transferee Company”) and their respective shareholders. 3. Counsels appearing on behalf of the Petitioners have 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 4. The Official Liquidator has filed a report in Company Scheme Petition No.390 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. The Regional Director has filed an affidavit stating, the scheme is not prejudicial to the interest of the shareholders and the public. 3 3 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. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled; the Company Scheme Petition No. 390 of 2010 filed by the Transferor Company is made absolute in terms of the prayer made under clauses (a) to (j) and the Company Scheme Petition No. 391 of 2010 filed by the Transferee Company is made absolute in terms of the prayer made under clauses (a) to (i). 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 9. The Petitioners in the Company Scheme Petitions No. 390 of 2010 and 391 of 2010 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No 390 of 2010 to pay costs of Rs.10,000/- to the Official 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 along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. Kathawalla J.)