IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.680 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1001 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 Port Investment Company Private Limited and Andromeda Investment & Finance Private limited and their respective shareholders. Port Investment Company Private Limited ….Petitioner AND COMPANY PETITION NO 681 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1002 OF 2008 Andromeda Investment & Finance Private limited ….Petitioner Mr. Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha, Dy. Official Liquidator in CP NO 680 of 2008. Mr. C. J. Joy i/b Mr. S. K. Mohapatra for the Regional Director in both the Petitions. 1 CORAM : A. M. KHANWILKAR J DATE: 19 th DECEMBER 2008 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 Port Investment Company Private Limited, the Transferor Company and Andromeda Investment & Finance Private limited, the Transferee Company and their respective shareholders. 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 his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. 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. 2 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 Petitions are made absolute in terms of prayer clause (a). 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 copy of this Order. 9. The Petitioners in both the Companies to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No.680 of 2008 to pay sum of Rs.7500/- to the Official Liquidator. 10.Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the 3 Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J) 4