1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.640 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.626 OF 2011 OVIRA LOGISTICS LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.641 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.627 OF 2011 IL&FS MARITIME INFRASTRUCTURE COMPANY LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgama- tion of OVIRA LOGISTICS LIMITED WITH IL&FS MARITIME INFRASTRUCTURE COMPANY LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 640 of 2011. CORAM: S. C. Dharmadhikari, J. DATE : 23rd December, 2011 2 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of OVIRA LOGISTICS LIMITED, the Transferor Company with IL&FS MARITIME INFRASTRUCTURE COMPANY LIMITED, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Official Liquidator has filed his report in Company Scheme Petition No. 640 of 2011 stating 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 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 the public 3 6. 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 640 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 641 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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 the order. 9. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 10. The Petitioners in both Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 4 640 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. 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.)