IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY PETITION NO.495 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.442 OF 2009 Horizon Aquaculture Private Limited. ...Petitioner/First Transferor Company AND COMPANY PETITION NO.496 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.443 OF 2009 West Coast Waterbase Private Limited. ..Petitioner/Transferee Company In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Amalgamation of Horizon Aquaculture Private Limited, (“First Amalgamating Company” and Salasar Barter Private Limited (“Second Amalgamating Company) with West Coast Waterbase Private Limited, (Amalgamated Company) and their respective members. Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Shri P. Ramarao, OL in C.P No.495 of 2009 Ms. Heena Shah i/b Mr. S. K. Mohapatra for the Regional Director. 1 CORAM : S. J. KATHAWALLA J DATE: 11th September 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Horizon Aquaculture Private Limited, (“First Amalgamating Company”) and Salasar Barter Private Limited (“Second Amalgamating Company) with West Coast Waterbase Private Limited, (Amalgamated Company) and their respective members. 3. Counsel appearing on behalf of the Petitioner 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 the Court. 4. It is further stated that in so far as third Transferor Company is concerned i.e. Salasar Barter Private Limited, the Scheme has been sanctioned by the Calcutta High Court on 10th September, 2009. 5. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Shareholders and public. 6. The Official Liquidator has filed report stating that the affairs of the First Transferor Company has been conducted in a proper manner and that the said Company may be ordered to be dissolved without winding up. 7. 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 2 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer clause (a). 9. 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 copy of this Order. 10. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.495 of 2009 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. 11. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 12. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.) 3