1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.580 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.607 OF 2010 AVASH BUILDERS PVT. LTD. ……………………….Petitioner (1st Transferor Company) AND COMPANY SCHEME PETITION NO.581 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.608 OF 2010 ENERGY HEALTH SPAS PVT. LTD……………………….Petitioner (2nd Transferor Company) WITH COMPANY SCHEME PETITION NO.582 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 609 OF 2010 SKS NETGATE PVT. LTD. ………………………………..Petitioner (Transferee Company) In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; 2 And In the matter of Scheme of Arrangement by way of Amalgamation between AVASH BUILDERS PVT. LTD. (1st TRANSFEROR COMPANY) AND ENERGY HEALTH SPAS PVT. LTD. (2ND TRANSFEROR COMPANY) WITH SKS NETGATE PVT. LTD. (TRANSFEREE COMPANY) Ms. Sanidhaa Vedpathak , i/b Maneksha & Sethna, Advocate for the Petitioner in all Petitions. Ms.Jyotsna Pandhi i/b Mr.H. P. Chaturvedi for Regional Director in all Petitions. Dr.T. Pandian, Official Liquidator, present in Company Scheme Petition Nos. 580 of 2010 and 581 of 2010. CORAM: S.C DHARMADHIKARI, J DATE: 28th JANUARY 2011 PC: 1. Heard learned Counsel for Parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement of AVASH BUILDERS PVT. LTD. (1st Transferor Company) and ENERGY HEALTH SPAS PVT. LTD. (2nd Transferor Company) with SKS NETGATE PVT. LTD. (Transferee Company). 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed report in Company Petitions No.580 of 2010 and 581 of 2010 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 4 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.580 of 2010 and 581 of 2010 filed by the 1st Transferor Company is made absolute in terms of prayer clauses (a) to (g) to the Petition and Company Scheme Petition No.582 of 2010 filed by the Transferee Company is also made absolute in terms of prayer clause (a) to (g) to the Petition. 8. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High court, 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. 9. The Petitioners in all Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. Petitioners in Company Scheme Petition Nos.580 of 2010 and 581 of 2010 to pay a sum of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay, towards his costs. 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 alongwith Scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)