1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 262 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 198 OF 2010 In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Arrangement in the form of Amalgamation between Astonish Stud Pvt. Ltd. and The Poona Stud Farm Pvt. Ltd. Astonish Stud Private Limited, a Company ) Incorporated under the provisions of Companies ) Act, 1956 having its Registered Office at 212/2, ) Off Soli Poonawalla Road, Hadapsar, Pune 411 028 )...…Petitioner (Transferor Company) WITH COMPANY SCHEME PETITION NO. 263 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 199 OF 2010 The Poona Stud Farm Private Limited, a Company ) Incorporated under the provisions of Companies ) Act, 1956 having its Registered Office at 212/2, ) Off Soli Poonawalla Road, Hadapsar, Pune 411 028 )…Petitioner (Transferee Company) Mr. Rahul Risbud and Mr. Vikas Mahangare Advocates for Petitioners 2 Mr. Anurag Gokhale i/b Mr. S. K. Mohapatra for Regional Director in both Petitions Dr. T. Pandian, Dy. Official Liquidator present in C.S.D. NO. 262 OF 2010 CORAM: S. J. KATHAWALLA J. DATE : 27TH AUGUST, 2010 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 between Astonish Stud Pvt. Ltd., the Transferor Company and The Poona Stud Farm Pvt. Ltd., the Transferee Company. 3) The Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes 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, inter alia, stating therein that the scheme does not appear to be prejudicial to the interest of shareholders and the public. 5) The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6) From 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. 7) Since all the requisite statutory compliances have been fulfilled, Company Petition 262/2010 is made absolute in terms of prayers (a) and Company Petition 263/2010 is made absolute in terms of prayers (a). 3 8) The Transferee Company 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, within 60 days from the date of the Order. 9) The Petitioner Companies in both the Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in CSP No.262 of 2010 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 concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)