IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 746 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 769 OF 2010 INDUSTRIAL LAUNDRY AND DRY CLEANING EQUIPMENT COMPANY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY SCHEME PETITION NO. 747 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 770 OF 2010 PARINEE REALTY PRIVATE LIMITED (Formerly known as 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 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Industrial Laundry and Dry Cleaning Equipment Company Private Limited with Parinee Realty Private Limited (formerly known as Green Bird Developers Private Limited) Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Dr. T. Pandian, Official Liquidator in C.S.P. No. 746 of 2010. Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. J. Vazifdar, J. DATE: 15th April, 2011 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 Industrial Laundry and Dry Cleaning Equipment Company Private Limited with Parinee Realty 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 also 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. 5. The Official Liquidator has filed report in Company Scheme Petition No.746 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.746 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition No.747 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 2 8. The Petitioner Companies 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 Petitions to pay cost of Rs.10,000/- each to the Regional Director and the Petitioner in Company Scheme Petition No.746 of 2010 to pay costs of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 3