IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.434 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.470 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of White Digital Imaging Private Limited (“Transferor Company”) and Jasra Graphics Private Limited (“Transferee Company”) and their respective shareholders and creditors. White Digital Imaging Private Limited ....Petitioner WITH COMPANY PETITION NO.435 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.471 OF 2009 Jasra Graphics Private Limited ....Petitioner 1 Ms. S. Bandukwala i/b J. Sagar Associates for the Petitioners. Mr. P. Ramarao, Official Liquidator, present Mr. C. J. Joy, Ms. Neeta Masurkar and Ms. Nisha Valani i/by Mr. S. K. Mohapatra for the Regional Director CORAM : S. J. Kathawalla, J. DATE : 24th July 2009 PC: 1. The sanction of the Court is sought to a Scheme of Amalgamation under Sections 391 to 394 of the of the Companies Act, 1956 for the merger of White Digital Imaging Private Limited, Transferor Company with Jasra Graphics Private Limited, the Transferee Company. 2. The Counsel appearing on behalf of the Petitioner 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, the Petitioner Company also undertakes to comply with the statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. 2 3. The Regional Director has filed an affidavit stating that the Scheme is not prejudicial to the interest of shareholders, creditors and public. 4. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and therefore the Transferor Company may be ordered to be dissolved. 5. Upon perusal of the entire material placed on records, 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 requirements have been fulfilled, Company Petition Nos.434 of 2009 filed by the Transferor Company is made absolute in terms of prayers (a) to (f) and Company Petition No.435 of 2009 filed by the Transferee Company is made absolute in terms of prayers (a) to (e). 7. The Transferor Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay with the 3 concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 8. The Petitioners in both the Petitions to pay costs of Rs.7,500/- each to the Regional Director. The Transferor Company i.e. Petitioner in Company Petition No.434 of 2009 to pay cost of Rs.7,500/- to the Official Liquidator. 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, Bombay. (S. J. Kathawalla, J.) 4