1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.234 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.245 OF 2008 M/s.Indrayani Properties Private Limited. .. Petitioner WITH COMPANY PETITION NO.235 OF 2008 WITH COMPANY APPLICATION NO.246 OF 2008 M/s.Prarabdh Financial Advisory Services Pvt.Ltd. .. Petitioner Mr.K.Gopal/ Mr.Jitendra Singh for the petitioner Mr.S.Ramakantha, Dy.O.L. present Mr.M.S.Bharadwaj i/b. Mr.S.K.Mohapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for the parties. 2 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of M/s.indrayani Properties Pvt.Ltd. the Transferor Company with M/s.Prarabdh Financial Advisory Services Pvt.Ltd., the Transferee Company. 3. Counsel appearing on behalf of the petitioner companies has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the petitioner companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. 3 5. The Official Liquidator has filed the report in Company Petition No.234 and 235 of 2008 stating that the affairs of both the Transferor companies has been conducted in a proper manner and that the Transferor companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, 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.234 of 2008 and 235 of 2008 filed by the Transferor and the Transferee company respectively are made absolute in terms of prayer clauses (a) to (h). 4 8. The petitioner companies 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 certified copy and/or an authenticated copy of this order. 9. The petitioners in both company petitions to pay cost of Rs.5000/- each to the Regional Director and Petitioner in Company Petition No.234 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.5000/-. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar, High Court, Bombay. 5 (S.C.Dharmadhikari, J)