IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 158 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.3 OF 2010 In the matter of Companies Act 1956. And In the matter of Section 391 and 394 read with Section 100 to 103 of the Companies Act, 1956. And In the matter of Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited And Vishal Fine Builders Private Limited With Rupa Infotech & Infrastructure Private Limited. Rounak Infotech & infrastructure ) Private Limited ) A Company incorporated under the ) Indian Companies Act, 1956 ) having its Registered Office at ) 401 Rupa Plaza, Jawahar Road, ) Ghatkopar (East), Mumbai 400 077 )… Petitioners/ Transferor Company No.1 AND COMPANY SCHEME PETITION NO. 159 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.4 OF 2010 2 Vishal Fine Builders Private Limited ) A Company incorporated under the ) Indian Companies Act, 1956 ) having its Registered Office at ) 401 Rupa Plaza, Jawahar Road, ) Ghatkopar (East), Mumbai 400 077 ) … Petitioners/ Transferor Company No.2 AND COMPANY SCHEME PETITION NO. 160 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.5 OF 2010 Rupa Infotech & Infrastructure ) Private Limited ) A Company incorporated under the ) Indian Companies Act, 1956 ) having its Registered Office at ) 401 Rupa Plaza, Jawahar Road, ) Ghatkopar (East), Mumbai 400 077 ) … Petitioners/ Transferee Company Mr. Sanjay Udeshi, i/b M/s Sanjay Udeshi & Co, Advocate for the Petitoner Mr.Ashish Agarwal i/b Mr. S. K. Mohapatra for Regional Director in all the Petitions Dr. T. Pandian, Dy, Official Liquidator present in Company Scheme Petition Nos. 158 and 159 of 2010 Coram:S.J.Vazifdar J Date: 25th June, 2010 P. C. 1. Heard learned Counsel for parties 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Rounak Infotech & Infrastructure Private Limited, the Transferor Company No.1 and Vishal Fine Builders Private Limited the Transferor Company No. 2 with Rupa Infotech & Infrastructure Private Limited the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners state that they have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all the 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 an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interests of the 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 the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not 4 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, all the Company Petitions are made absolute in terms of prayer clause (a) of the respective Petitions. 8. The Transferor 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 from the date of the order. 9. The Petitioners in all the Petitions to pay a sum of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Petition Nos. 158 of 2010 and 159 of 2010 to pay a sum of Rs. 10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 10. Filling and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar J.)