1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.677 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.111 OF 2009 In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956; And In the matter of Santa Trading Private Limited; And In the matter of the Scheme of Arrangement and Amalgamation of Santa Trading Private Limited and BPL Communications Limited and their respective shareholders and creditors. Santa Trading Private Limited …Petitioner/Transferor Company Mr. Amish Shroff i/b Rajani Associates for the Petitioners Mr. P. Ramarao, Official Liquidator present Mr. M. S. Bhardwaj and Ms. Purnima Awasthi i/b Mr. S.K. Mohopatra for the Regional Director. CORAM: Dr. D.Y. Chandrachud, J. DATE: 4th December, 2009 2 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 to the Scheme of Arrangement and Amalgamation of Santa Trading Private Limited, the Transferor Company and BPL Communications Limited, the Transferee Company and their respective shareholders and creditors. 3. The Registered Office of BPL Communications Limited, the Transferee Company, is situated at Bangalore in the State of Karnataka. The counsel appearing on behalf of the Petitioner states that the said Transferee Company has filed its Petition for sanctioning the said scheme in the High Court of Karnataka and said Petition is pending for final hearing before the said Court. 4. Counsel appearing on behalf of the Petitioner further states that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to company with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 5. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 3 6. The Official Liquidator has filed a report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clauses (a) to (g) of the Petition. The Scheme is sanctioned subject to the order to be passed by the High Court of Karnataka in the Petition filed by the Transferee Company for obtaining the sanction to the present Scheme of Arrangement and Amalgamation. 9. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioner to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai and also 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. 4 12. All authorities concerned to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud J.)