1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.682 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.649 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of scheme of Amalgamation between Neville Marketing Network Private Limited With Principal Investments Private Limited NEVILLE MARKETING NETWORK PRIVATE LIMITED. ...Petitioner/Transferor Company AND COMPANY PETITION NO.683 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.650 OF 2009 PRINCIPAL INVESTMENTS PRIVATE LIMITED ... Petitioner/Transferee Company Mr.Sunil Kadam Advocate for the Petitioners Mr. P. Ramarao, Official Liquidator in Company Petitions Nos.682 of 2009 Mr. D. A. Dube i/b Mr.S. K. Mohapatra for Regional Directors in all matters. 2 CORAM : S. J. Kathawalla, J. DATE : 16th October, 2009. P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to a scheme of Amalgamation of Neville Marketing Network Private Limited, the Transferor Company with Principal Investments Private Limited, the Transferee Company. 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, the 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. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his Report in Company Petition No.682 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to 3 the interest of share holders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.682 of 2009 filed by the Transferor Company and Company Petition No.683 of 2009 filed by the Transferee Company are made absolute in terms of prayer clause (a). 8. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High Court, 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 both the Company Petitions to pay Costs of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petition Nos.682 of 2009 to pay costs 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 authorities concerned 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.)