1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.968 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1303 OF 2008 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; AND In the matter of Scheme of Amalgamation between Pentagram Investments (India) Private Limited with Andromeda Investment & Finance Private Limited and their respective shareholders Pentagram Investments (India) Private Limited. …Petitioner Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Mr. S. Ramakantha, Dy. Official Liquidator Mr. C. J. Joy i/b Mr. S. K. Mohapatra for the Regional Director. CORAM : S. C. DHARMADHIKARI, J DATE : 23RD APRIL, 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Pentagram Investments 2 (India) Private Limited, the Petitioner/Transferor Company with Andromeda Investment & Finance Private Limited, the Transferee Company and their respective shareholders. The Petitioner Company is 100% subsidiary of the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has 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 his affidavit in reply and has stated since the Transferor and Transferee Companies are Non Banking finance Companies, the Transferor and Transferee Companies may be directed to file with the Reserve Bank of India, a copy of the Scheme along with a copy of order within a period of one month. The counsel appearing for the Petitioner states that necessary intimation will be given to the Reserve Bank of India after receipt of the order. 5. In para 6(b) of the affidavit it is further stated that as per the Report of the Registrar of Companies, it appears, that, the Transferee Company has not filed Balance Sheet as at 31/3/2008 with the Registrar of Companies and that the Transferee Company may be directed file the Balance sheet with the Registrar of Companies. The counsel appearing for the Petitioner states that the Balance Sheet as of 31st March 2008 of the Transferee Company was filed with the Registrar of Companies. A copy of challan bearing No.P24151532 dated 27th October 2008 is produced and a copy thereof is handed over to the Counsel for the Regional Director. It is further states that save and aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 6. The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be wound up. 3 7. 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. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 9. The Petitioner Company shall stand dissolved from the date of filing of authenticated copy of order with the concerned Registrar of Companies. 10. 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 copy of this Order. 11. The Petitioner to pay cost of Rs.7500/- each to the Regional Director and Official liquidator. 12. Cost to be paid within 4 weeks. Petitioner to comply with statutory compliances, applicable, if any. 13. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI J)