1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 264 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 205 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation Between Tista Tie –Up Private Limited With Intensive Softshare Private Limited And their respective shareholders Intensive Softshare Private Limited,………….Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Mr. C.J Joy and Mr. N.D Sharma, i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S.J. KATHAWALLA, J DATE: 8TH JULY 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Tista Tie –Up Private Limited, ‘the Transferor Company’ with Intensive Softshare Private 2 Limited, ‘the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner 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 Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that: “That the deponent further submits that, Registered Office of the Transferor Company is situated in the State of West Bengal. Hence the present Scheme of Amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of West Bengal at Kolkata in respect of Transferor Company 5. So far as the objection raised in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Company through their Counsel states that Petition has already been filed by the Transferor Company before the Calcutta High Court and that the same is still pending for hearing and that any orders passed by this Court will be subject to similar approval by the Calcutta High Court in respect of the Transferor Company. 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 have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 264 of 2011 is made absolute in terms of prayer clause (a) of the Petition. 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 of sanctioning of the Scheme by the Calcutta High Court. 9. The Petitioner to pay costs of Rs.10,000/- to the Regional Director. 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 authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA, J)