: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.831 OF 2008 CONNECTION WITH COMPANY APPLICATION NO.1156 OF 2008 In the matter of Companies Act, 1956 ; In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of FORGING AND STAMPING PVT. LTD. And In the matter of scheme of Amalgamation of FORGING AND STAMPING PVT.LTD. with YRF STUDIOS PVT.LTD. Forging & Stamping Pvt.Ltd. ....Petitioner Company AND COMPANY PETITION NO.832 OF 2008 CONNECTION WITH COMPANY APPLICATION NO.1157 OF 2008 In the matter of Companies Act, 1956 ; In the matter of Sections 391 to 394 of the Companies Act, 1956 ; And In the matter of YRF Studios Pvt. Ltd. And In the matter of scheme of Amalgamation of FORGING AND STAMPING PVT.LTD. with YRF STUDIOS PVT.LTD. : 2 : YRF Studios Pvt.Ltd. ....Applicant Company Ms.Meenal Dighe i/b Deven Dwarkadas & Partners for the Petitioner. Mr.N.D. Sharma with Mr.D.A. Dubey i/b S.K. Mohapatra for the Regional Director. Mr.S. Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. DATED : 9TH JANUARY, 2009. P.C. : 1. Company Petition No.831 of 2008 is filed by the transferor company and Company Petition No.832 of 2008 is filed by the transferee company in respect of the scheme of amalgamation. 2. Requisite procedure has been followed. There is no objection to the scheme by any of the parties. There is nothing on record which indicates any flaw in the procedure. Nor is there any reason to disallow the proposed amalgamation. The Official Liquidator has filed an affidavit stating that the affairs of the transferor company have been conducted in a proper manner. 3. The Regional Director has filed an affidavit inter-alia stating that save and except an objection referred to in paragraph 6 thereof, the scheme is not prejudicial to the interest of creditors and shareholders and public. The only objection is that the transferee company be directed to furnish an : 3 : undertaking that it will comply with the accounting procedure as stated therein. Needless to add that both the companies will be bound to follow all necessary provisions of law. 4. In the circumstances, both Company Petition Nos.831 of 2008 and 832 of 2008 are made absolute in terms of prayers (a) to (j). The above order is subject to the transferee company filing an affidavit as stated in paragraph 6 of the affidavit of the Regional Director on or before 31.1.2009. 5. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 6. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 7. Filing and issuance of the drawn up order is dispensed with. : 4 : 8. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.