IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 622 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 653 OF 2009 E.D.S. Cargo Private Limited, .... Petitioner/Transferor Company WITH COMPANY PETITION NO. 623 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 654 OF 2009 EDS International Private Limited. …. Petitioner/Transferee Company In the matter of Companies Act, 1956 And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Amalgamation of E.D.S. Cargo Private Limited (ECPL); with EDS International Private Limited (EIPL). Mr. Maulik P. Vora for the Petitioner Mr. P. Ramrao, Official Liquidator in C.P. No. 622 of 2009 Mr. C. J. Roy with Rajinder Kumar i/b. Mr. S. K. Mohapatra for Regional Director in both the Petitions. Coram: S. J. Kathawalla J. Dated : 15th January 2010 P.C.: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, by the Petitioners Company in Company Petition No. 622 of 2009 and Company Petition No. 623 of 2009, to the Scheme of Amalgamation of E.D.S. Cargo Private Limited, Transferor Company with EDS International Private Limited, the Transferee Company. - 2 - 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a Report in Company Petition No. 622 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material placed 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 622 of 2009 filed by the Transferor Company and Company Petition No. 623 of 2009 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies 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 both the Company Petitions to pay costs of Rs. 7500/- each to the Regional Director and the Petitioner in the Company Petition No. 622 of 2009 to pay to the Official Liquidator a sum of Rs. 7,500/- towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. - 3 - 11. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)