IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.423 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.456 OF 2009 TWINCITY GLASS PRIVATE LIMITED. …………Petitioner / Demerged Company. COMPANY PETITION NO.424 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.457 OF 2009 TWINCITY SUNLIFE PRIVATE LIMITED …………Petitioner / First Resulting Company. COMPANY PETITION NO.425 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.458 OF 2009 TWINCITY ENTERPRISES PRIVATE LIMITED ………Petitioner / Second Resulting 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 Arrangement between TWINCITY GLASS PRIVATE LIMITED (the Demerged Company) and TWINCITY SUNLIFE PRIVATE LIMITED (First Resulting Company) and TWINCITY ENTERPRISES PRIVATE LIMITED (Second Resulting Company) and their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Ms. S. V. Bharucha and Mr. S. C. Pal i/b Mr. S.K. Mohapatra for Regional Director in all Company Petition. CORAM: S. J. Kathawalla, J. DATE: 7th July, 2009 PC: 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 Arrangement between TWINCITY GLASS PRIVATE LIMITED (the Demerged Company) and TWINCITY SUNLIFE PRIVATE LIMITED ( First Resulting Company) and TWINCITY ENTERPRISES PRIVATE LIMITED 2 (Second Resulting Company) and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they 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 also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.423 of 2009, 424 of 2009 and 425 of 2009 are made absolute in terms of prayer clauses (a) to (c) of respective Petitiions. 3 7. The Petitioner Company 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 30 days from the date of the order. 8. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within 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. (S. J. Kathawalla, J.) 4