IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 461 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 429 OF 2011 IIJT EDUCATION PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY SCHEME PETITION NO. 462 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 430 OF 2011 TEAM LEASE SERVICES PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of Scheme of Arrangement between IIJT Education Private Limited (‘the Transferor Company’) and Team Lease Services Private Limited (‘the Transferee Company’) and their respective shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both Petition. Mr. Vishwajit Sawant i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 7th October, 2011 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between IIJT Education Private Limited, the Transferor Company and Team Lease Services Private Limited, the Transferee Company and their respective shareholders for the transfer of Retail Training Business of IIJT Education Private Limited into Team Lease Services Private Limited. 3. 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. Moreover, 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. The undertaking is accepted. 4. The Regional Director has filed Affidavit in the above Petitions stating it appears that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. From the material 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 appeared to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme 3 Petition Nos. 461 and 462 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions. 7. 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. 8. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 9. The Petitioners in both the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)