1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETIITON NO.1040 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1608 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 Purti Constructions Private Limited and Sarda Constructions Private Limited and their Respective Members Purti Constructions Private Limited…..Petitioner /Transferor Company AND COMPANY PETIITON NO.1041 OF 2008 ONNECTED WITH COMPANY APPLICATION NO.1609 OF 2008 2 Sarda Constructions Private Limited…..Petitioner/Transferee Company Mr. Hemant Sethi i/b. Hemant Sethi & Co for the Petitioners. Mr. S. Ramakantha, Deputy Official Liquidator in Company Petition No.1040 of 2008. Mr.N. S. Bhardwaj with Mr.P. Khosla i/b S. K. Mohapatra for the Regional Director in both the petitions. CORAM: S.J. VAZIFDAR J. DATE: 06 TH MARCH 2009 P.C. : - 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Purti Constructions Private Limited and Sarda Constructions Private Limited and their respective members . 2. The Petitioners have complied with all the requirements as per directions of this Court. 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. 3. The Official Liquidator has filed his report stating that the affairs of the Transferor Company has been conducted in proper manner and that the Transferor Company may be ordered to be wound up. 3 4. The Scheme is fair and reasonable and 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. 5. 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 of clause (a). 6. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this order. 7. The Petitioners in both the Companies to pay a cost of Rs 7,500/- each to the Regional Director. Petitioner in Company Petition No 1040 of 2008 to pay sum of Rs 7500/- to the Official Liquidator. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 8. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.J VAZIFDAR J)