IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 686 OF 2008 CONNNECTED WITH COMPANY APPLICATION NO.1059 OF 2008 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Amalgamation of Modi Business Centre Private Limited with Banzai Estates Private Limited. Modi Business Centre Private Limited ) An existing Company incorporated ) And registered under the Companies ) Act I of 1956 and having its ) Registered office at 49, Bajaj Bhavan, ) Nariman Point, Mumbai 400021 )Petitioner/Transferor Company AND COMPANY PETITION NO. 687 OF 2008 CONNNECTED WITH COMPANY APPLICATION NO.1060 OF 2008 Banzai Estates Private Limited ) An existing Company incorporated ) And registered under the Companies ) Act I of 1956 and having its ) Registered office at 49, Bajaj Bhavan, ) Nariman Point, Mumbai 400021 )Petitioner/Transferee Company Mr. N. Engineer i/b RMG Law Associates for the Petitioners. Mr. C.J. Joy, Ms. Bharti Mahast with Mr. R. Khosla i/b Mr. S. K. Mohopatra for Regional Director in both Petitions. Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition No.686 of 2008 is present. CORAM : A. M. Khanwilkar, J. 2 DATE : 17th October 2008 P.C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Modi Business Centre Private Limited, the Transferor Company with Banzai Estates 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 the 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. 4. The Regional director has filed an Affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. 5. The Official Liquidator has filed his report 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. 3 6. Upon perusal of the entire material placed on record, 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. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public. 7. There is no objection to the scheme and since all the statutory compliances have been fulfilled, the Company Petition No.686 of 2008 filed by the Transferor Company and Company Petition No.687 of 2008 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (g) of the respective petitions. 8. The Petitioner company 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. The Petitioners in both Petitions to pay cost of Rs. 7,500/- each to the Regional director and Petitioner in Company Petition No.686 of 2008 to pay to the Official Liquidator a sum of Rs.7,500/- towards his cost. Costs to be paid within four weeks from today. 10. Filing and Issuance of drawn up order is disposed with. 4 11. All authorities concerned to act on a copy of this order alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 5