1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.591 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 530 OF 2010 Pradhan Properties Private Limited………..Petitioner/Transferor Company No.1 AND COMPANY SCHEME PETITION NO. 592 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 531 OF 2010 Tanna Flour Mills Private Limited…………Petitioner/Transferor Company No.2 AND COMPANY SCHEME PETITION NO. 593 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 532 OF 2010 Hillwood Investments Private Limited…. Petitioner/Transferor Company No.3 AND COMPANY SCHEME PETITION NO. 594 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 533 OF 2010 Ratnapriya Holding & Estate Developers Private Limited…………………. Petitioner/Transferee Company In the matter of The Companies Act, 1956 (1 of 1956); AND In The Matter Of Sections 391 to 394 of the Companies Act, 1956 (1 of 1956); AND In The Matter Of Scheme of Amalgamation of Pradhan Properties Private Limited 2 (Transferor Company No.1) AND Tanna Flour Mills Private Limited (Transferor Company No.2) AND Hillwood Investments Private Limited (Transferor Company No.3) WITH Ratnapriya Holding & Estate Developers Private Limited. (Transferee Company) Mr. Nayan Rawal, Advocate for Petitioner in all Petitions. Dr. T. Pandian, Official Liquidator Present in Company Scheme Petition Nos.591 of 2010 to 593 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 P. C.: 1. Heard the Counsel for Petitioner Company. 2. The sanction of this Court is sought, under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of PRADHAN PROPERTIES PRIVATE LIMITED, the Transferor Company No.1, TANNA FLOUR MILLS PRIVATE LIMITED, the Transferor Company No.2, HILLWOOD INVESTMENTS PRIVATE LIMITED, the Transferor Company No.3 with RATNAPRIYA HOLDING & ESTATE DEVELOPERS PRIVATE LIMITED, the Transferee Company. 3 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavits 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. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 591 of 2010 to No.593 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, all the Petitions are made absolute in terms of prayer Clauses (a) to (g) of the respective Petitions. 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, 4 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 Petitioner Companies is to pay costs Rs.10,000/- each to Regional Director and the Petitioner Companies in Company Scheme Petition Nos.591 of 2010 to 593 of 2010 to pay a costs of Rs.10,000/- each 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)