1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITON NO.171 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 101 OF 2011 Lucera Retail Venture Private Limited. ....Petitioner AND COMPANY SCHEME PETITON NO.172 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.102 OF 2011 Hoop Retail Ventures Private Limited. ....Petitioner COMPANY SCHEME PETITON NO.173 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.103 OF 2011 Trinity Expositions Private Limited. ....Petitioner In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of - Lucera Retail Venture Private Limited (“the Amalgamating Company 1”) and Hoop Retail Ventures Private Limited (“the Amalgamating Company 2”) And Trinity Expositions Private Limited (“the Amalgamating Company 3”) with Gitanjali Lifestyle Limited (“the Amalgamated Company”) and their respective shareholders 2 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all the Petitions. Dr. T. Pandian, Official Liquidator in Company Scheme Petition Nos. 171, 172 and 173 of 2011. Mr. C.J Joy and Mr. Abhijeet Desai i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J DATE: 6th MAY 2011 P.C.: 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Lucera Retail Venture Private Limited and Hoop Retail Ventures Private Limited and Trinity Expositions Private Limited and Gitanjali Lifestyle Limited and their respective Shareholders. 3. The counsel for the Petitioner submit that the Petitioner Companies are 100% subsidiaries of Gitanjali Lifestyle Limited, the Transferee Company and that by order passed by this Court on 11th February 2011 passed in Company Summons for Direction No.101, 102 & 103 of 2011, the filing of separate Company Summons for Direction and Company Scheme Petition by Gitanjali Lifestyle Limited, the Transferee Company was dispensed with. 4. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, 3 if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public. 6. The Official Liquidator has filed his report stating therein 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. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.171 of 2011, Company Scheme Petition No.172 of 2011 and Company Scheme Petition No.173 of 2011 are made absolute in terms of prayer Clause (a) of the respective Petitions. 9. The Petitioners 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 order. 4 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and also to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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. VAZIDFAR, J)