1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.127 OF 2008 WITH COMPANY APPLICATION NO.78 OF 2008 DC Offshore Development Co.Pvt.Ltd... Petitioner Mr.Murlidharan i/b. Joy Legal Consultants for petitioner Mr.S.Ramakantha, Dy.O.L. present. Mr.C.J.Joy i/b. S.K.Mohontra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 2nd May 2008 P.C. . Heard learned Counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the scheme of Amalgamation between DC Offshore Development Co.Pvt.Ltd. with Deloitte Consulting India Pvt.Ltd. (transferee company) 3. Learned Counsel appearing on behalf of the petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, petitioner company also undertakes 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 affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 3 5. The Official Liquidator has filed 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. 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. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders, creditors and the public. 7. Transferee Company is registered in the state of Andhra Pradesh and the sanction of this Court is, hence, sought subject to the approval of the scheme by the High Court of Andhra 4 Pradesh. 8. Since all the requisite statutory compliances have been fulfilled. Company Petition No.127 of 2008 filed by transferor company is made absolute in terms of prayer clauses (a) to (k). 9. Petitioner Company to lodge a copy of this order and the scheme with the concerned superintendent of Stamps for the purposes 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. 10. Petitioner in the Company Petition to pay cost of Rs.5000/- each to the Regional Director and Official Liquidator respectively. Cost to be paid within four weeks from today. 5 11. Filing and issuance of the drawn up order is dispensed with. 12. All Authorities concerned to act on a copy of this order along with scheme to be authenticated by the Company Registry. (S.C.Dharmadhikari, J)