: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.863 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1053 OF 2008 Metropolis Health Services (I) Ltd. ....Petitioner AND COMPANY PETITION NO.864 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1054 OF 2008 In the matter of Companies Act, 1956 In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of Metropolis Health Services (India) Ltd. And In the matter of scheme of Amalgamation of Metropolis Health Services (India) Pvt.Ltd. and Metro Home Health services Pvt.Ltd.and Lister Metropolis Laboratory & Research Centre Pvt.Ltd. and Tripoli Path Lab Pvt.Ltd. and Diwanchand Metropolis Diagnostics Services Pvt.Ltd. with Pathnet India Pvt. Ltd. Metro Home Health Services Pvt.Ltd. ....Petitioner Mr.Venkatesh R. Dhond with Ms.Bhakthawar Karbhari i/b Mr.Mahernosh Humranwala for the Petitioner. Mr.N.D. Sharma i/b Mr.S.K. Mohapatra for the Regional Director. . Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 9TH JANUARY, 2009. P.C. : : 2 : 1. The Petitioners in the above Company Petitions are two out of five transferor companies in respect of the scheme of amalgamation under Sections 391 and 394 of the Companies Act,1956. The Petitioners along with other three companies are to be amalgamated with the transferee company namely Pathnet India Private Limited. Out of the three other transferor companies, two have their registered office at Chennai and one has its registered office at Delhi. The transferee company also has its registered office at Delhi. 2. I am informed that necessary orders have already been passed by the Hon’ble Madras High Court and Delhi High Court in respect of the other three transferor companies and in respect of the transferee company. 3. The Official Liquidator has filed an affidavit stating that the affairs of the transferor company have been conducted in a proper manner. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6, the scheme is not prejudicial to the interest of the creditors, shareholders and the public. 4. In paragraph 6, the objection taken by the Regional Director is that the orders would entail : 3 : shifting the registered office of the transferee company from Delhi to Mumbai. This aspect, however has already been dealt with by Hon’ble Delhi High Court in the Petition filed by the transferee company. It is not necessary for me to consider the question of law afresh as the finding of the Hon’ble Delhi High Court is in respect of the same issue, the same transferee company and in the same scheme. 5. In the circumstances, both the Company Petitions are made absolute in terms of prayers (a) to (g). 6. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 7. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. : 4 : . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.