CONNECTED WITH COMPANY APPLICATION NO.859 v. Second Transferor Company) AND COMPANY PETITION NO.6

Mr. Devanshu P. Desai, Advocate for the petitioner. Mr. S. Ramakantha, Deputy Official Liquidator, in Company Petition Nos.661 of 2008 to 664 of 2008. Ms. Heena Shah i/b S. K. Mohopatra for Regional Director in all the Petitions. DATE: 21 st November 2008 CORAM: A. M. Khanwilkar J P.C.:

Heard learned Counsel for parties. 3

The sanction of the Court is sought under Section 391 and 394 of the Companies Act,1956,to the Scheme of Amalgamation of Jagdeshwar Builders Private Limited and Aries Fiscal Services Private Limited and Divyadrishti Media Private Limited and Prominent Media Private Limited, the Transferor Companies with Mid- City Bhoomi Developers Private Limited the Transferee Company

The Counsel appearing on behalf of the Petitioners states that they have complied with all the 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.

The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of the Creditors, the Shareholders and the Public.

The Official Liquidator has filed his report in Company Petition Nos.661 of 2008 to 664 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be dissolved.

Upon perusal of the entire material placed 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. 4

There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.661 of 2008 to 664 of 2008 filed by the Transferor Companies are made absolute in terms of prayers (a) to (g) and Company petition No.665 of 2008 filed by the Transferee Company is made absolute in terms of prayers (a) to (g).

The Transferee Company to lodge the 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 and/or certified copy of the order.

The Petitioners in all the petitions to pay cost of Rs.7500/- each to the Regional Director and the Petitioners in Company Petition Nos. 661of 2008 to 664 of 2008 pay to the Official Liquidator, High Court, Bombay, a sum of Rs.7500/- in each Petition towards his costs. Costs to be paid within four weeks from today.

Filing and issuance of the drawn up order is dispensed with.

All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court Bombay. (A. M. Khanwilkar J.)