IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.238 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.301 OF 2009 CONSERVATION CORPORATION OF INDIA PRIVATE LIMITED …Petitioner / Transferor Company. AND COMPANY PETITION NO.239 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.302 OF 2009 CORBETT WILDERNESS PRIVATE LIMITED ……Petitio ner / Transferee Company. In the matter of the Scheme of Amalgamation of Conservation Corporation of India Private Limited with Corbett Wilderness Private Limited. Mr. Peshwan Jehangir i/b M/s Udwadia & Udeshi, for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in C.P. No. 238 of 2009. Mr. Y. R. Mishra and Mr. S. D. Bhosale i/b Mr. S.K. Mohapatra for Regional Director in both Company Petitions. CORAM: A. M. Khanwilkar, J. DATE: 12th June, 2009 PC: 1. Heard learned counsel 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 Conservation Corporation Of India Private Limited, the Transferor Company with Corbett Wilderness Private Limited, the Transferee Company (“the Scheme”). 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and the necessary affidavits of compliance have been filed. Moreover, Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made there under. 2 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of the shareholders and public. So far paragraph 6 of his Affidavit is concerned, both the Petitioner Companies undertake to file a copy of the Scheme alongwith the Order with the Reserve Bank of India within 30 days from the receipt of the Order. The said undertaking is accepted. 5. The Official Liquidator has also filed a report in Company Petition No.238 of 2009 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. 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 has come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, the Scheme is hereby sanctioned, and Company Petition No.238 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (l) and Company 3 Petition No.239 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 8. The Petitioner Companies to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the Order. 9. Both the Petitioner Companies to pay the cost of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition No.238 of 2009 to also pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from today. 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. (A. M. Khanwilkar, J.) 4