IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 613 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 636 OF 2010. ENVISION PROPERTIES PRIVATE LIMITED ...Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 614 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 637 OF 2010. BEST DESIGN PROPERTIES PRIVATE LIMITED ....Petitioner/Transferee Company 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 Sections 391 & 394 of the Companies Act, 1956; In the matter of Scheme of Amalgamation of Envision Properties Private Limited (Transferor Company) with Best Design Properties Limited 2 (Transferee Company) and their Respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. Mr. P. Rama Rao Official Liquidator in Company Scheme Petition No. 613 of 2010 Ms. Purnima Awasthi, i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. J. VAZIFDAR, J DATE: 16th DECEMBER,2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Envision Properties Private Limited with Best Design Properties Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with 3 all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said Undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 5. The paragraph 6 of the said affidavit as mentioned states: That the Deponent respectfully submits that, The Transferee Company has proposed to issue and allot preference shares to the shareholder of the Transferor Company, but there are no preference share capital available in the Transferee Company’s share capital. In this regard the Transferee Company may be directed to amend its Memorandum of Association and Articles of Association suitably by making a provision of preference shares capital in its capital structure. 6. The Petitioners through their Counsel undertakes to amend Memorandum of Association and Articles of Association of the Transferee Company suitably by making 4 provision of preference shares capital in the capital structure. The said undertaking is accepted. 7. The Official Liquidator has filed a report in Company Scheme Petition No. 613 of 2010 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 613 of 2010 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 614 of 2010 is made absolute in terms of prayer clauses (a) to (c). 10. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of 5 stamp duty payable, if any, on the same within 60 days from the date of order. 11. The Petitioners to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and Petitioner in Company Scheme Petition No. 613 of 2010 to pay sum of Rs. 10,000/- to the Official Liquidator. 12. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. VAZIFDAR, J.)