-1- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.83 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.43 OF 2008 Caviana Constructions Private Limited …Petitioner AND COMPANY PETITION NO.84 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.44 OF 2008 Fiona Constructions Private Limited …Petitioner AND COMPANY PETITION NO.85 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.45 OF 2008 Sunny Vista Realtors Private Limited ….Petitioner In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Caviana Constructions Private Limited and Fiona Constructions Private Limited with Sunny Vista Realtors Private Limited. -2- Mr. Sandeep Parikh with Mr. Tapan Deshpande i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., for the Petitioner. Ms. Poornima Awasthi i/b. Mr. S. K. Mohapatra in all Petitions for Regional Director. Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition Nos. 83 of 2008 and 84 of 2008. Coram: A. M. Khanwilkar, J. Dated: 14th March 2008 P.C.: 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 the Scheme of Amalgamation of Caviana Constructions Private Limited and Fiona Constructions Private Limited with Sunny Vista Realtors Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner Company, has stated that the Petitioner Company has complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. The Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the rules made thereunder. -3- 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. So far as paragraph no.6 of the said Affidavit is concerned the Petitioner through their counsel undertakes that the Petitioner will comply with the accounting treatment as prescribed under the Accounting Standard – 14 i.e. ‘Accounting for Amalgamation’ and other applicable accounting standards issued by the Institute of Chartered Accountants of India from time to time. The said undertaking is accepted. 5. The Official Liquidator has filed its report stating that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Petitioner/ Transferor Company 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of creditors and shareholders and public. 7. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, -4- Company Petition No.83 of 2008 and Company Petition No.84 of 2008 filed by the Petitioner/Transferor Companies are made absolute in terms of prayer clauses (a) to (g) of the said Petition as reproduced below: Company Petition No.83 of 2008 “(a) that the Scheme of Amalgamation being Exhibit "C" to the Petition be sanctioned by this Hon'ble Court so as to be binding with effect from 30th September 2007, the Appointed Date, on all the shareholders of the Petitioner Company, Transferor Company No.2 and the Transferee Company. (b) for an order under Section 394 of the Companies Act, 1956 for transfer and vesting of the entire business and the whole of the undertaking of the Petitioner Company as set out in the Scheme, being Exhibit "C" hereto, shall without any further act or deed be transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company. (c) with effect from the Appointed Date, all debts, liabilities, duties and obligations of the Petitioner Company as set out in the Scheme shall, without any further act or deed be transferred to or deemed to be transferred to the Transferee Company so as to become the debts, liabilities, duties and obligations of the Transferee Company. (d) for an order under Section 394 of the Companies Act, 1956 that all suits, actions and proceedings by or against the Petitioner Company pending and/or arising on or before the date on which the said Scheme shall finally takes effect be continued and be enforced by or against the Transferee Company as effectually as if the same had been pending and/or arising by or against the Transferee Company. -5- (e) for an order under Section 394 of the Companies Act, 1956, that all permanent employees of the Petitioner Company as on the Effective Date shall become the employees of the Transferee Company in accordance with the provisions set out in the Scheme and without any breach or interruption of service, as set out in the Scheme. (f) that the Petitioner Company be dissolved by this Hon'ble Court without order of winding up of the Petitioner Company. (g) for an order that the Petitioner Company shall within 30 days after the date of receipt of the order to be made herein or within such other time as may be permitted by this Hon'ble Court cause a certified copy thereof to be delivered to the Registrar of Companies, Maharashtra at Mumbai for registration.” Company Petition 84 of 2008 “(a) that the Scheme of Amalgamation being Exhibit "C" to the Petition be sanctioned by this Hon'ble Court so as to be binding with effect from 30th September 2007, the Appointed Date, on all the shareholders of the Petitioner Company, Transferor Company No.2 and the Transferee Company. (b) for an order under Section 394 of the Companies Act, 1956 for transfer and vesting of the entire business and the whole of the undertaking of the Petitioner Company as set out in the Scheme, being Exhibit "C" hereto, shall without any further act or deed be transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company. (c) with effect from the Appointed Date, all debts, liabilities, duties and obligations of the Petitioner Company as set out in the Scheme shall, without any further act or deed be transferred to or deemed to be transferred to the Transferee Company so as to -6- become the debts, liabilities, duties and obligations of the Transferee Company. (d) for an order under Section 394 of the Companies Act, 1956 that all suits, actions and proceedings by or against the Petitioner Company pending and/or arising on or before the date on which the said Scheme shall finally takes effect be continued and be enforced by or against the Transferee Company as effectually as if the same had been pending and/or arising by or against the Transferee Company. (e) for an order under Section 394 of the Companies Act, 1956, that all permanent employees of the Petitioner Company as on the Effective Date shall become the employees of the Transferee Company in accordance with the provisions set out in the Scheme and without any breach or interruption of service, as set out in the Scheme. (f) that the Petitioner Company be dissolved by this Hon'ble Court without order of winding up of the Petitioner Company. (g) for an order that the Petitioner Company shall within 30 days after the date of receipt of the order to be made herein or within such other time as may be permitted by this Hon'ble Court cause a certified copy thereof to be delivered to the Registrar of Companies, Maharashtra at Mumbai for registration.” Company Petition 85 of 2008 filed by the Transferee Company is made absolute in terms of prayers clause (a) to (f) of the Petition as reproduced below: Company Petition 85 of 2008 “(a) that the Scheme of Amalgamation being Exhibit "G" to the Petition be sanctioned by this Hon'ble Court so as -7- to be binding with effect from 30th September 2007, the Appointed Date, on all the shareholders of the Petitioner Company, Transferor Company No.1 and the Transferor Company No.2. (b) for an order under Section 394 of the Companies Act, 1956 for transfer and vesting of the entire business and the whole of the undertaking/s of the Transferor Companies as set out in the Scheme, being Exhibit "G" hereto, shall without any further act or deed be transferred to and vested in and/or deemed to be transferred to and vested in the Petitioner Company. (c) with effect from the Appointed Date, all debts, liabilities, duties and obligations of the Transferor Companies as set out in the Scheme shall, without any further act or deed be transferred to or deemed to be transferred to the Petitioner Company so as to become the debts, liabilities, duties and obligations of the Petitioner Company. (d) for an order under Section 394 of the Companies Act, 1956 that all suits, actions and proceedings by or against the Transferor Companies pending and/or arising on or before the date on which the said Scheme shall finally takes effect be continued and be enforced by or against the Petitioner Company as effectually as if the same had been pending and/or arising by or against the Petitioner Company. (d) for an order under Section 394 of the Companies Act, 1956, that all permanent employees of the Transferor Companies as on the Effective Date shall become the employees of the Petitioner Company in accordance with the provisions set out in the Scheme and without any breach or interruption of service, as set out in the Scheme. (e) for an order that the Petitioner Company shall within 30 days after the date of receipt of the order to be made herein or within such other time as may be permitted -8- by this Hon'ble Court cause a certified copy thereof to be delivered to the Registrar of Companies, Maharashtra at Mumbai for registration.” 8. The Petitioner Companies in all the Petitions to pay cost of Rs.5000/- each, to the Regional Director and the Petitioner in Company Petition Nos.83 and 84 of 2008 to pay a sum of Rs.5,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme, duly authenticated by the Registry. (A. M. Khanwilkar, J)