IN THE HIGH COURT OF JUDICATURE AT BOMBAY VP H ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No.52 OF 2009 CONNECTED WITH COMPANY APPLICATION No. 37 OF 2009 Grant Trading & Services ... Petitioner Pvt. Ltd. (Transferor Company) WITH COMPANY PETITION No. 53 OF 2009 CONNECTED WITH COMPANY APPLICATION No.38 OF 2009 City Pulse Developers P. Ltd. ... Petitioner (Transferee Company) *** Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. C. J. Roy i/b S.K. Mohapatra, the Regional Director. Mr. S. Ramakantha, the Dy. Official Liquidator in Company Petition No. 52 of 2009. CORAM: S. J. VAZIFDAR, J. DATED: MARCH 20, 2009. P.C.: ---- 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 a scheme of Amalgamation between the transferor Company and the transferee Company. The petitioner in Company Petition No. 52 of 2009 is the transferor Company and - 2 - the petitioner in Company Petition No. 53 of 2009 is the transferee company. 3. Counsel appearing on behalf of the petitioner has stated that they have complied with all statutory reuirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed an affidavit stating therein 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 No. 52 of 2009 stating that the affairs of the transferor company have been conducted in a proper manner and that the transferor company may be ordered to be dissolved. 6. Upon perusal of the entire material placed on record, 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 - 3 - parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interests of the share holders, creditors and the public. 7. There is no objection to the scheme and since all the requisites statutory compliances have been fulfilled Company Petition No. 52 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Petition No. 53 of 2009 filed by the Transferee company is made absolute in terms of prayers (a) to (c). 8. 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. 9. The Petitioners in Company Petition Nos. 52 of 2009 and 53 of 2009 to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petition No. 52 of 2009, filed by the Transferor Company to pay cost of Rs.7,500/- to the Official - 4 - Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay.