IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 45 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 40 OF 2010 GOLDSMITH SALES AND SERVICES PRIVATE LIMITED ……Petitioner / First Transferor Company. COMPANY SCHEME PETITION NO. 46 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 41 OF 2010 QUICK UP TRADING PRIVATE LIMITED.………Petitioner / Second Transferor Company. COMPANY SCHEME PETITION NO. 47 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 42 OF 2010 GREEN BIRD DEVELOPERS PRIVATE LIMITED.…………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 read with section 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Goldsmith Sales & Services Private Limited and Quick Up Trading Private Limited with Green Bird Developers Private Limited Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator present in Company Scheme Petition No. 45 of 2010 and 46 of 2010. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. CORAM: S. J. Kathawalla, J. DATE: 7th May, 2010 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with section 100 to 105 of the Companies Act, 1956, to the Scheme of Amalgamation of Goldsmith Sales & Services Private Limited and Quick Up Trading Private Limited with Green Bird Developers Private Limited. 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 thereunder. The said undertaking is accepted. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of shareholders and public. 2 5. The Official Liquidator has filed his report in Company Scheme Petition Nos.45 of 2010 and 46 of 2010 stating therein 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 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions Nos. 45 of 2010 and 46 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (l) of the respective Petitions and Company Scheme Petition No. 47 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 8. The Petitioner Company 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 the order. 9. The Petitioners in all the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay by the Petitioner in the Company Petition Nos. 45 of 2010 and 46 of 2010 filed by the Transferor Companies. Costs to be paid within four weeks from today. 3 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4