IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 366 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 388 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Scheme of Arrangement and Amalgamation between Publicis (India) Communications Private Limited with Publicis Ambience Advertising Private Limited and their respective shareholders Publicis (India) Communications Private Limited …..Petitioner AND COMPANY PETITION NO 367 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 389 OF 2008 Publicis Ambience Advertising Private Limited ….Petitioner Mr. Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha, Dy. Official Liquidator in C.P No. 366 of 2008 Mr. C. J. Joy with Mr. S. K Mohapatra for the Regional Director in both the Petitions. CORAM : S.A BOBDE .J DATE : 22nd AUGUST, 2008 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 Arrangement and Amalgamation between Publicis (India) Communications Private Limited, the Transferor Company with Publicis Ambience Advertising Private Limited, the Transferee Company and their respective shareholders. 1 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 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 report in Company Petition No 366 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 366 of 2008 is made absolute in terms of prayer clause(a) of the Petition. Company Petition No. 367 of 2008 is made absolute in terms of prayer clauses (a) to (c). 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 Petitioners in both the Company Petitions to pay cost of Rs. 7500/- each to the Regional Director and Petitioner in Company Petition No. 366 of 2008 to pay to the Official Liquidator, High Court, Bombay sum of Rs. 7500/-. Costs to be paid within 4 weeks from the date of issuance of authenticated copy of order. Petitioner to comply with statutory compliances, applicable, if any. 2 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. (S.A BOBDE J) 3