1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 978 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1156 OF 2009 In the matter of Sections 391 to 394 read with Sections 78, 80, 100 to 103 of the Companies Act, 1956; And In the matter of the Scheme of Arrangement, between Total Solutions Facility Management Private Limited and Dusters Hospitality Services Private Limited and their respective shareholders and creditors; Total Solutions Facility Management Private Limited ..Petitioner/Demerged Company Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for Petitioner Mr. Rohan Cama i/b Shri S..K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J. DATE: 26th March 2010 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Arrangement of Total Solutions Facility Management Private Limited, the Petitioner/ Demerged Company and Dusters 2 Hospitality Services Private Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner further states that the Petitioner has complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petition stating that save and except as stated in para 6, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the said affidavit reads that – “the Deponent respectfully submits that the Registered Office of the Transferee Company is situated in the State of Karnataka. Hence the Transferee Company has to file similar Petition before the Hon’ble High Court of Karnataka for approving the said scheme”. 5. The present Petition is filed by the Demerged Company. The Counsel for the Petitioner submits that the registered office of the Transferee Company is situated at Bangalore in the State of Karnataka and that the Petition filed by the said Company is pending for hearing before the said Court. 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, Company Petition No. 978 of 2009 is made absolute in terms of prayer clauses (a) to (g). 8. The Petitioner 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. 9. The Petitioner to pay costs of Rs. 7500/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S. J. KATHAWALLA J.)