IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.298 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.327 OF 2009 Abu Properties Private Limited … Petitioner/ Transferor WITH COMPANY PETITION NO.299 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.328 OF 2009 Chatur Properties Private Limited … Petitioner / Transferee Mr. Yogesh Adhia for the Petitioners Mr. P. Ramarao, Dy. Official Liquidator Mr. N. D. Sharma and Mr. Y. R. Mishra i/b Mr. S. K Mohapatra for the Regional Director. CORAM : A. M. KHANWILKAR. J DATE : 3rd July 2009 P.C.: 1. Heard learned counsel for 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 Abu Properties Private Limited with Chatur Properties Private Limited. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Company also undertakes to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. 5. The Official Liquidator has filed a report in Company Petition No.298 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner. 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated the Scheme proposed is not prejudicial to the interests of the shareholders, creditors and public and the Official Liquidator has stated in his report that the affairs of the Transferor Company have been conducted in a proper manner. 2 7. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clauses (a) to (g) of the Petition. 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioner in Company Petition No.298 of 2009 to pay cost of Rs.7500/- each to the Regional Director and the Official Liquidator. The Petitioner in Company Petition No.299 of 2009 to pay cost of Rs. 7500/- to the Regional Director. Costs to be paid within 4 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 and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J) 3