1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 974 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1521 OF 2008 SUREWIN TRADING COMPANY PRIVATE LIMITED ....Petitioner/Transferor Company. COMPANY PETITION NO. 975 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1522 OF 2008 SUPERSOFT MERCANTILE COMPANY PRIVATE LIMITED ....Petitioner/Transferor Company. COMPANY PETITION NO. 976 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1523 OF 2008 HIGZONE MERCANTILE COMPANY PRIVATE LIMITED .…Petitioner/Transferor Company. COMPANY PETITION NO. 977 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1524 OF 2008 PENINSULA IT PARKS PRIVATE LIMITED ….Petitioner / Transferor Company. COMPANY PETITION NO. 978 OF 2008 CONNECTED WITH 2 COMPANY APPLICATION NO. 1525 OF 2008 ONESTAR MERCANTILE COMPANY PRIVATE LIMITED .…Petitioner / Transferee Company. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Amalgamation of Surewin Trading Company Private Limited (‘the Transferor Company 1’) and Supersoft Mercantile Company Private Limited (‘the Transferor Company 2’) and Highzone Mercantile Company Private Limited (‘the Transferor Company 3’) and Peninsula IT Parks Private Limited (‘the Transferor Company 4’) with Onestar Mercantile Private Limited (‘the Transferee Company’) and their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 974 of 2008 to 977 of 2008. Mr.M. S. Bharadwaj with Ms.Lata Patne i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 974 OF 2008 to 978 of 2008 3 CORAM : S.J. VAZIFDAR, J. DATE : 9TH JANUARY, 2009. P.C. :- 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Surewin Trading Company Private Limited and Supersoft Mercantile Company Private Limited and Highzone Mercantile Company Private Limited and Peninsula IT Parks Private Limited, the Transferor Companies with Onestar Mercantile Company Private Limited, the Transferee Company and their respective shareholders. 2. The Petitioners have complied with all requirements as per directions of this Court. The Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 3. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 4. The Official Liquidator has filed report in Company Petition 4 No.974 of 2008 to 977 of 2008 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. 5. The claim is fair and reasonable. There is nothing on record which disentitles the Petitioners to the reliefs claimed. 6. In the circumstances, Company Petitions Nos. 974 of 2008 to 977 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions. Company Petition No. 978 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 7. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 8. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator by the Petitioners in the Company Petitions Nos. 974 of 2008 to 977 of 2008 filed by the Transferor Companies. Costs to be paid within 5 four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay.