1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETIITON NO.261 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.70 OF 2011 Centaur Exports Private Limited….Petitioner/First Transferor Company AND COMPANY SCHEME PETIITON NO.262 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.71 OF 2011 E-man Consultants Private Limited….Petitioner/Second Transferor Company COMPANY SCHEME PETIITON NO.263 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.72 OF 2011 Neptune Remedies Private Limited…….Petitioner/Third Transferor Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Centaur Exports Private Limited And E-man Consultants Private Limited And Neptune Remedies Private Limited With Labh Consultants Private Limited And their Respective Shareholders 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. 261 of 2011 ; 262 OF 2011 and 263 OF 2011. Ms. Jyotsna N Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all the Petitions. 2 CORAM: S. C. DHARMADHIKARI, J DATE: 16TH SEPTEMBER 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 Centaur Exports Private Limited and E-man Consultants Private Limited and Neptune Remedies Private Limited With Labh Consultants Private Limited and their Respective Shareholders. 3. The Petitioner Companies are 100% subsidiary of Alia Creative Consultants Private Limited, the Transferee Company. 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, 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. 3 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 261 of 2011, Company Scheme Petition No.262 of 2011 and Company Scheme Petition No.263 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. 10. The Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director and 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. C. DHARMADHIKARI, J)