IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 526 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 620 OF 2008 CONTINENTAL CONTROLS LIMITED …………Petition er / Transferor Company. WITH COMPANY PETITION NO. 527 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 621 OF 2008 QUEST SOFTECH (INDIA) LIMITED ………… . Petitioner / Transferee Company. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 and other applicable provision of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Continental Controls Limited, and Quest Softech (India) Limited and their respective shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha Dy. Official Liquidator in CP No. 526 of 2008. Mr. C. J. Joy & Ms. Anamika Malhotra i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 526 of 2008 and 527 of 2008 CORAM: S. A. BOBDE, J. DATE : 5th September, 2008 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 Arrangement between Continental Controls Limited, and Quest Softech (India) Limited and their respective shareholders . 3. 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. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. However, in paragraph 6 of his Affidavit, he has raised an objection stating that “ the Resulting Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty as Applicable.” The Petitioner through their counsel undertakes that they will comply with the requirement of provisions of section 94/97 read with Schedule X of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty as Applicable, within 12 weeks form the date of increase in Authorised Capital. The said undertaking is accepted. 5. 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 526 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No. 527 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 7. The Petitioner Companies to lodge a copy of this order and the Scheme 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 certified copy and/or an authenticated copy of the order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director in both the Petitions. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.)