- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.93 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.94 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of (1) Achievers Tutorials Pvt. Ltd. (2) Elan The Finishing School Pvt. Ltd. (3) Global Business School Pvt. Ltd. (4) G. H. Raisoni Academy for Human Excellence Pvt. Ltd. (5) SGR Educational Ventures Pvt. Ltd. (6) SGR Publications Pvt. Ltd. (7) Smart Knowledge Consultancy Pvt. Ltd. with (8) Smart IT Concepts (Nagpur) Pvt. Ltd. Achievers Tutorials Pvt. Ltd. …Petitioner (First Transferor Company) AND COMPANY SCHEME PETITION NO.94 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.95 OF 2010 Elan The Finishing School Pvt. Ltd.. ...Petitioner (Second Transferor Company) - 2 - AND COMPANY SCHEME PETITION NO.95 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.96 OF 2010 Global Business School Pvt. Ltd. ...Petitioner (Third Transferor Company) AND COMPANY SCHEME PETITION NO.96 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.97 OF 2010 G. H. Raisoni Academy for Human Excellence Pvt. Ltd. ...Petitioner (Fourth Transferor Company) AND COMPANY SCHEME PETITION NO.97 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.98 OF 2010 SGR Educational Ventures Pvt. Ltd. ...Petitioner (Fifth Transferor Company) AND COMPANY SCHEME PETITION NO.98 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.99 OF 2010 SGR Publications Pvt. Ltd. ...Petitioner (Sixth Transferor Company) AND COMPANY SCHEME PETITION NO.99 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.100 OF 2010 Smart Knowledge Consultancy Pvt. Ltd. ...Petitioner (Seventh Transferor Company) AND COMPANY SCHEME PETITION NO.100 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.101 OF 2010 - 3 - Smart IT Concepts (Nagpur) Pvt. Ltd. ...Petitioner (Transferee Company) Mr. Ramesh Saraogi, Advocate for Petitioners Mr. P. Ramarao, Official Liquidator, present in C.P. No. 93 to 99 of 2010 Mr. M. S. Bharadwaj i/b Mr. S. K. Mohapatra for Regional Director in all Petitions CORAM : S. J. KATHAWALLA J. DATE : 23rd April, 2010 PC. : 1.] Heard Learned counsel for parties. 2.] The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Achievers Tutorials Pvt. Ltd., Elan The Finishing School Pvt. Ltd., Global Business School Pvt. Ltd., G. H. Raisoni Academy for Human Excellence Pvt. Ltd., SGR Educational Ventures Pvt. Ltd., SGR Publications Pvt. Ltd., Smart Knowledge Consultancy Pvt. Ltd. with Smart IT Concepts (Nagpur) Pvt. Ltd. 3] Advocate appearing on behalf of the Petitioners states that the Petitioners have complied with all the requirements as per the 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 thereunder. - 4 - 4] The Regional Director has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 5] The Official Liquidator has filed report in Company Petition Nos.93 of 2010 to 99 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 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 Petition Nos.93 of 2010 to 100 of 2010 are made absolute in terms of prayer clause (a) to (j) of the respective Petition. 8] The Transferee 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. - 5 - 9] The Petitioners in all the Company Petitions viz., Company Petition Nos.93 of 2010 to 100 of 2010 to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai. The Petitioners in Company Petition Nos.93 of 2010 to 99 of 2010 to pay costs of Rs.7,500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10.] Filing and issuance of the drawn up Order is dispensed with. 11.] All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)