1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.427 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.549 OF 2009 Mahesh Tutorials Private Limited. ...Petitioner / first Transferor Company AND COMPANY PETITION NO.429 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.550 OF 2009 Mahesh Tutorials Commerce Private Limited. ..Petitioner / Second Transferor Company AND COMPANY PETITION NO.428 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.551 OF 2009 Mahesh Tutorials Science Private Limited. ..Petitioner / Third Transferor Company COMPANY PETITION NO.430 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.552 OF 2009 MT Educare Private Limited. ..Petitioner / Transferee Company 2 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Mahesh Tutorials Private Limited and Mahesh Tutorials Commerce Private Limited and Mahesh Tutorials Science Private Limited and MT Educare Private Limited and their respective shareholders. Shri Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Shri S. Chandanamuthu Dy. OL in C.P Nos.427 to 429 of 2009 Mr. C. J. Joy with Mr. Y. C. Mishra and Ms. H. P. Shah i/b Shri S..K. Mohapatra for the Regional Director in all the Petitions. CORAM : S. J. KATHAWALLA J DATE: 5TH AUGUST 2009 P.C. Heard the learned counsel for parties. 1. The sanction of the Court is sought under Section 78, 100, 391 & 394 of the Companies Act, 1956 to a Scheme of Arrangement between Mahesh Tutorials Private Limited and Mahesh Tutorials Commerce Private Limited and Mahesh Tutorials Science Private Limited, the transferor companies and MT Educare Private Limited, the transferee company and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to members and Creditors. 3 4. The Official Liquidator has filed report in Company Petition Nos.427 of 2009; 428 of 2009 & 429 of 2009 stating that the affairs of Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be wound up. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have 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 Nos.427 of 2009; 428 of 2009 & 429 of 2009 are made absolute in terms of prayer clause (a) and Company Petition No.430 of 2009 is made absolute in terms of prayer clauses (a) & (b) . 7. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days from the date of order. 8. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.427 of 2009; 428 of 2009 & 429 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (COMPANY JUDGE)