1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.94 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1557 OF 2009 TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED. ……Petitioner /First Transferor Company. AND COMPANY PETITION NO.95 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1558 OF 2009 BULLFINCH HOLDINGS LIMITED ……Petitioner /Second Transferor Company. AND COMPANY PETITION NO.96 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1559 OF 2009 SEA RIDERS LOGISTICS PRIVATE LIMITED ……Petitioner / Third Transferor Company. AND 2 COMPANY PETITION NO.97 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1560 OF 2009 S. ROSE AND COMPANY LIMITED ……….Petitioner /Transferee Company. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, BULLFINCH HOLDINGS LIMITED, SEA RIDERS LOGISTICS PRIVATE LIMITED, TRADE WINGS SERVICES PRIVATE LIMITED, TRADE WINGS SECURITIES PRIVATE LIMITED, MITTAL HABITAT FINANCE LIMITED, MITTAL REALTY PRIVATE LIMITED, TRADE WINGS INFO NET PRIVATE LIMITED, TRADE WINGS CARGO PRIVATE LIMITED AND ABI EXPRESS PRIVATE LIMITED WITH S. ROSE AND COMPANY LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. 3 Mr. P. Ramarao, Official Liquidator present in C.P. No.94 of 2009 to 96 of 2009. Mr. M. S. Bhardwaj and Mr. N. D. Sharma i/b Mr. S. K. Mohapatra for Regional Director in all Company Petitions. CORAM: S. J. Kathawalla, J. DATE: 1st October, 2009. PC: 1. Heard learned counsel for the 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 TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the First Transferor Company, BULLFINCH HOLDINGS LIMITED, the Second Transferor Company, SEA RIDERS LOGISTICS PRIVATE LIMITED, the Third Transferor Company, TRADE WINGS SERVICES PRIVATE LIMITED, the Fourth Transferor Company, TRADE WINGS SECURITIES PRIVATE LIMITED, the Fifth Transferor Company, MITTAL HABITAT FINANCE LIMITED, the Sixth Transferor Company, MITTAL REALTY PRIVATE LIMITED, the Seventh Transferor Company, TRADE WINGS INFO NET PRIVATE LIMITED, the Eighth Transferor Company, TRADE WINGS CARGO PRIVATE LIMITED, the Ninth Transferor Company, ABI EXPRESS PRIVATE LIMITED, the Tenth Transferor Company with S. ROSE AND COMPANY 4 LIMITED, the Transferee Company. 3. The Registered offices of the Fourth Transferor Company to Tenth Transferor Company are situated at Panaji in State of Goa. The counsel appearing on behalf of the Petitioners state that the said Transferor Companies has filed its petition for sanctioning the said scheme in High Court of Goa and the said petition is now pending for hearing before Goa High Court. 4. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per 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 there under. 5. The Regional Director has filed an Affidavit stating therein that the Scheme dose not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed report in Company Petition Nos.94 of 2009 to 96 of 2009 stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 5 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has 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 No.94 of 2009 to 96 of 2009 are made absolute in terms of prayer clauses (a) to (j) and Company Petition No.97 of 2009 is made absolute in terms of prayer clauses (a) to (r). The scheme is sanctioned subject to the order to be passed by the High Court of Goa. 9. The Petitioner Company 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 the order. 10. The Petitioners in all Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition Nos.94 of 2009 to 96 of 2009. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed 6 with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)