IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.931 OF 2008 CONNECTED COMPANY APPLICATION NO.1478 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Bigtree Interactive Ticketing Private Limited, (the First Transferor Company) and NetToTravel .Com Limited, (the Second Transferor Company) and Indya.Com Portal Private Limited, (the Transferee Company) and their respective members. Bigtree Interactive Ticketing Private Limited …Petitioner Company Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Mr. S. Ramakantha, Dy. Official Liquidator. Ms. Heena Shah with Ms. Purnima Awasthi i/b Mr. S. K. Mohapatra for the Regional Director. CORAM : A. M. KHANWILKAR J DATE: 19th DECEMBER 2008 1 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Bigtree Interactive Ticketing Private Limited, Petitioner, (the First Transferor Company) and NetToTravel.Com Limited, (the Second Transferor Company) and Indya.Com Portal Private Limited, (the Transferee Company) and their respective members. 3. Counsel appearing on behalf of the Petitioner has 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. 4. The counsel appearing on behalf of the Petitioner further states that in so far as Transferee Company is concerned the Scheme has been sanctioned by the Bangalore High Court on 12th December 2008 and in so are as the Second Transferor Company is concerned, the matter is pending before the Delhi High Court. 5. 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. 6. The Official Liquidator has filed report stating that the affairs of the Petitioner Company has been conducted in a proper manner and that the Petitioner Company may be ordered to be wound up. 7. Upon perusal of the entire material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of 2 law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a) subject to sanction of Scheme pending before the Delhi High Court. Liberty to apply. 9. The Petitioner to pay sum of Rs.7500/- each to the Regional Director and Official Liquidator. 10. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. 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) 3