1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 310 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 238 OF 2011 High HR Center Private Limited …………Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 311 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 239 OF 2011 High Places Management Private Limited ………….Petitioner/Transferee Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation Of High HR Center Private Limited With High Places Management Private Limited And Their Respective Shareholder Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in both the Petitions. Dr. T. Pandian, Official Liquidator present in CSP No. 310 of 2011. Mr. D.A. Dubey i/b Mr. Mr. H.P. Chaturvedi for Regional Director in both the Petitions CORAM: S. C. DHARMADHIKARI. J. DATE: 7TH OCTOBER 2011 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 to the Scheme of Amalgamation of High HR Center Private Limited, the Transferor Company with High Places Management Private Limited, the Transferee Company and their respective Shareholders. 2 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, 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. 4. The Official Liquidator has filed his report in Company Scheme Petition No. 310 of 2011 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. 5. The Regional Director has filed an Affidavit stating therein that, it appears that the scheme is not prejudicial to the interest of shareholders and public. 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 have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled both the Company Scheme Petitions are made absolute in terms of prayer clauses (a) of the respective Petitions. 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 order. 9. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 9. The Petitioner Companies to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No. 310 of 2011 to pay costs of Rs.10,000/- to 3 the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. 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.)