IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.642 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.668 OF 2008 K. Raheja Estates Private Limited ... Petitioner (Transferor Company) AND COMPANY PETITION NO.643 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.669 OF 2008 Infiniti Malls Private Limited ... Petitioner (Transferee Company) In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies act, 1956; And In the matter of K. Raheja Estates Private Limited And In the matter of arrangement embodied in the Scheme of Amalgamation between K. Raheja Estates Private Limited with Infiniti Malls Private Limited Mr. Simil Purohit i/b. Ms. Sangeeta M. Lanjewar, Advocate for the Petitioners. Mr. C. J. Joy and Ms. Nisha Valani i/b. Mr. S. K. Mohapatra for Regional Director in both the Petitions. Mr. S. Ramakantha, Deputy Official Liquidator in Company Petition No.642 of 2008 CORAM : A. M. KHANWILKAR J. Date : 21 ST NOVEMBER, 2008. P.C.: 1. Heard Learned Counsel for the parties. 2. The sanction of the court is sought under section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of K. Raheja Estates Private Limited, the Petitioner/Transferor Company in Company Petition No.642 of 2008 with Infiniti Malls Private Limited, the Petitioner/Transferee Company in Company Petition No.643 of 2008. 3. Counsel Appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company also undertake to comply with all the statutory requirements, if any as required under the Companies Act, 1956 and Rules made thereunder. 4. The Regional Director in his Affidavit has stated that the Scheme is not prejudicial to the interest of creditors and shareholders and public. However, in paragraph 6 of the said Affidavit, the Regional Director submitted that the Petitioner Companies may be directed to furnish the latest financial statements before the Court at the time of hearing. 2 5. Mr. Gopal L. Raheja, Director of the Transferor/Petitioner Company in Company Petition No.642 of 2008 and Mr. Sandeep G. Raheja, Director of the Transferee/Petitioner Company in Company Petition No.643 of 2008 have filed their respective Affidavits dated 12th November, 2008, furnishing thereof the latest financial statements of the respective Companies. 6. The Official Liquidator has filed the report stating that the affairs of the Petitioner/Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without winding up. 7. 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 has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and public. 8. There is no objection to the scheme save and except as stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.642 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.643 of 2008 filed by the Transferee Company is also made absolute in terms of prayer clauses (a) to (j). 3 9. The Transferee Company to lodge a copy of this Order alongwith 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 certified copy and/or an authenticated copy of the Order. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director and the Petitioner (Transferor Company) in Company Petition No.642 of 2008 to pay cost of Rs.7,500/- to the Official Liquidator towards his costs. Costs to be paid within four weeks from the date of the Order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All the authorities concerned to act on a copy of this Order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. A. M. KHANWILKAR J 4