This is a petition filed by a Private Limited Company, seeking sanction of a Scheme of arrangement under Sections 391 and 394 of the Companies Act, 1956.

2. Heard Mr.V.Venkadasalam, learned counsel for the petitioner, Mr.M.Jayakumar, learned Deputy Official Liquidator and Mr.V.Parivallal, learned Senior Central Government Standing Counsel.

3. The petitioner is a Private Limited Company, having an authorised share capital of Rs.1 crore divided into 1 lakh shares of Rs.100/-each and a paid up capital of Rs.84 lakhs divided into 84,000 equity shares of Rs.100/- each. There are only 4 shareholders and the company has no secured creditors. There has been no activity in the company for the past 7 years. Therefore, they proposed a scheme of arrangement, by which it was decided to dissolve the company without winding up and to have the only immovable property owned by the company divided among the 4 shareholders.

4. The Memorandum and Articles of Association of the Company, the balance sheet as on 33. 2008, the proposed scheme of arrangement, the Board Resolution, the list of shareholders as certified by the Auditors, Certificate of the Auditor confirming that there are no se