IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.952 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1401 OF 2008 Latasha Advisory Services Private Limited. …Petitioner / First Transferor Company AND COMPANY PETITION NO.953 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1402 OF 2008 Ligure Management Consultancy Services Private Limited. …Petitioner / Second Transferor Company AND COMPANY PETITION NO.954 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1403 OF 2008 Linium Management Consultancy Services Private Limited. …Petitioner / Third Transferor Company AND COMPANY PETITION NO.955 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1404 OF 2008 Lonicera Management Consultancy Services Private Limited. …Petitioner / Fourth Transferor Company AND 1 COMPANY PETITION NO.956 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1405 OF 2008 Lusitania Management Consultancy Services Private Limited. …Petitioner / Fifth Transferor Company AND COMPANY PETITION NO.957 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1406 OF 2008 Delta Infosolutions Private Limited. …Petitioner / Transferee Company In the matter of Section 391 to 394 of the Companies Act, 1956 (1 of 1956) And In the matter of Scheme of Amalgamation of Latasha Advisory Services Private Limited, Ligure Management Consultancy Services Private Limited, Linium Management Consultancy Services Private Limited, Lonicera Management Consultancy Services Private Limited, and Lusitania Management Consultancy Services Private Limited With 2 Delta Infosolutions Private Limited and their respective Shareholders and Creditors Ms. Madhavi Chaudhari and Mr. Anand Popat i/b Dave & Girish & Co., Advocates for the Petitioners Mr. S. Ramakantha, Deputy Official Liquidator, in Company Petition Nos.952 of 2008 to 956 of 2008 Ms. Purnima Awasthi and Ms. Neesha Valani i/b S. K. Mohapatra, for Regional Director in all the Petitions. CORAM : A. M. KHANWILKAR J. DATE : 19 th December, 2008 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 to the Scheme of Amalgamation of Latasha Advisory Services Private Limited, Ligure Management Consultancy Services Private Limited, Linium Management Consultancy Services Private Limited, Lonicera Management Consultancy Services Private Limited and Lusitania Management Consultancy Services Private Limited, with Delta Infosolutions Private Limited and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all statutory requirements as per directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory 3 requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an affidavit stating thereby that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. The Official Liquidator has filed report in Company Petition Nos.952 of 2008 to 956 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be dissolved. 6. 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. Moreover, the Regional Director has stated that the Scheme is not prejudicial to the interest of creditors and shareholders and public, and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.952 of 2008 to 956 of 2008, filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (f) and the Company Petition No.957 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 4 8. The Transferee Company to lodge a copy of this order and the Scheme with the Registrar of Companies, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and in Company Petition Nos.952 of 2008 to 956 of 2008 to pay costs of Rs.7500/- 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 along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J.) 5