IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 730 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 736 OF 2010 SEASTAR TRADING COMPANY PRIVATE LIMITED …………Petitioner / Transferor Company COMPANY SCHEME PETITION NO. 731 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 737 OF 2010 ROYAL TOUCH REAL ESTATES PRIVATE LIMITED ……………Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Seastar Trading Company Private Limited (‘Transferor Company’) WITH Royal Touch Real Estates Private Limited (‘Transferee Company’) AND their Respective Shareholders Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Petitioners. Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition No. 730 of 2010. Mrs. Purnima Awasthi, i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Vazifdar, J. DATE: 25th March, 2011 PC: 1. Heard learned counsels 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 Seastar Trading Company Private Limited, the Transferor Company, with Royal Touch Real Estates Private Limited, the Transferee Company, 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. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: 2 “ 6. That the deponent further submits that, clause 5.5 of the scheme, states that the Transferee Company shall, to the extent required, increase its authorized share capital in order to issue preference shares under the scheme. In this connection the Transferee 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 necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. So far as query raised in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioners through their Counsel undertakes to comply with the provisions of sections 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 filing fee and stamp duty as applicable on the said forms. The undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 730 of 2010 stating therein 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. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 730 of 2010, filed by the 3 Transferor Company, is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 731 of 2010, filed by the Transferee Company, is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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 both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 730 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order. 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. (S. J. Vazifdar, J.) 4