1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 20 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 762 OF 2010 TOPSTAR MERCANTILE PRIVATE LIMITED …………….. Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 21 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 763 OF 2010 PENINSULA LAND 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 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited ( “the Transferor Company”) AND Peninsula Land Limited ( “the Transferee Company”) AND their respective shareholders and creditors Ms. Alpana Ghone, Counsel with Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator present in CSP No.20 of 2011. 2 Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J DATE: 29TH APRIL, 2011. 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act read with Sections 100 to 103 of the Companies Act, 1956, to a Scheme of Amalgamation of Topstar Mercantile Private Limited, the Transferor Company with Peninsula Land Limited, the Transferee Company and their respective Shareholders and creditors. 2. The learned Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners 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. 3. The Regional Director has filed an affidavit stating that, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 4. The Official Liquidator has filed his report in Company Scheme Petition No.20 of 2011 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. 5. 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. Ms.Gone fairly states that one Dinesh Lakhani, a 3 shareholder, who holds 1290 equity shares in the transferee company and a creditor Eurostar Techni Holdings Pvt. Ltd. had written to the company requesting for copies of the scheme and the petition and that the company had forwarded the same to them. They have not appeared before the Court objecting to the scheme either. 6. Since all the requisite statutory compliances have been fulfilled: (i) Company Scheme Petition No. 20 of 2011 is made absolute in terms of prayer clauses (a) to (d); (ii) Company Scheme Petition No. 21 of 2011 is made absolute in terms of prayer clauses (a) to (d). 7. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), 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 order. 8. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director and the Petitioner / Transferor Company in Company Scheme Petition No.20 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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 (O. S.), Bombay. (S. J. VAZIFDAR, J.)