1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.100 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.66 OF 2008 Global InnovSource Search Solutions Pvt. Ltd. .. Petitioner / Transferor Company AND COMPANY PETITION NO.101 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.67 OF 2008 Global InnovSource Solution Private Limited. .. Petitioner / Transferee Company In the matter of Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Global InnovSource Search Solutions Private Limited with Global InnovSource Solutions Private Limited and their Respective Shareholders. Mr. Prasad Lotlikar i/b M/s. Vishwas Pathak & Co., Advocates for the Petitioner Companies. Mr. S. Ramakantha, Dy. O. L. in C.P. No.100 of 2008. Ms. Purnima Awasthi i/b. Mr. S. K. Mohapatra for R.D. in all the 2 Company Petitions. Coram : A. M. Khanwilkar J. Date : 14th March, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation between Global InnovSource Search Solutions Pvt. Ltd., the Transferor Company with Global InnovSource Solution Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. However, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Company (Court) Rules, 1959 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. The Official Liquidator has filed his Report in Company 3 Petition No.100 of 2008 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled, Company Petition No.100 of 2008 and Company Petition No.101 of 2008 are made absolute in terms of prayer clauses (a) to (i) and (a) to (i) respectively. 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of Stamp Duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of the Order. 9. The Petitioners in all the Company Petitions to pay costs 4 of Rs.5,000/- each to the ‘Regional Director’. Petitioner in Company Petition No.100 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.5,000/- each. Costs to be paid within 4 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 duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J)