1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO 223 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 135 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Twilight Mercantiles Limited and Twilight Litaka Pharma Limited and their Respective Shareholders Twilight Mercantiles Limited ….Petitioner/Transferor Company AND COMPANY PETITION NO 224 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 136 OF 2009 Twilight Litaka Pharma Limited…Petitioner/Transferee Company Mr. Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners ----------------------------------------------with S.K Mohapatra for the Regional Director in both the Petitions. CORAM : A.M KHANWILKAR J DATE: 2ND MAY 2009 P.C Heard learned counsel for the parties. 2 1. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Twilight Mercantiles Limited, the Transferor Company and Twilight Litaka Pharma Limited, the Transferee Company and their Respective Shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 4. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 5. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 223 of 2009 & 224 of 2009 are made absolute in terms of prayer clause (a). 6. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps 3 for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 7. The Petitioners in both the Companies to pay cost of Rs. 7500/- each to the Regional Director. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 8. Filing and issuance of the drawn up order is dispensed with. 9. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A.M. KHANWILKAR J)