1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1049 OF 2008 WITH COMPANY APPLICATION NO.1631 OF 2008 Wonderland Estate Developers Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.1050 OF 2008 WITH COMPANY APPLICATION NO.1632 OF 2008 Videocon Realty and Infrastructures Ltd. .. Petitioner Mr.Nimish Pandya i/b. Pandya & Co. for petitioners Mr.V.B.Tiwari for Union of India - R.D. Mr.S.Ramakant, Dy.O.L. present CORAM : S.C.DHARMADHIKARI, J. DATE : 23rd April 2009. P.C. . Heard learned Counsel for parties. 2. Sanction of the Court is sought under 2 Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Wonderland Estate Developers Pvt.Ltd. and Videocon Realty & Infrastructures Ltd. 3. Counsel appearing on behalf of petitioners has stated that the petitioners have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed affidavit and has contended that the transferee company should take necessary permission of R.B.I. and that the scheme is not otherwise prejudicial to the interest of creditors and shareholders and public. Mr.Pandya makes a statement that permission to the extent required will be obtained. Statement accepted. 3 5. The Official Liquidator has filed report in Company Petition No.1050 of 2008 stating that the affarirs of Transferor company has been conducted in a proper manner and that the transferor companies may be ordered to be wound up. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the scheme and since all the requisite stautory compliances have been fulfilled, Company Petition No.1049 of 2008 is made absolute in terms of prayer clauses (a) to (g) and Company petition No.1050 of 2008 is made absolute in terms of prayer clauses (a) to (f). 4 9. The transferee company to lodge 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 this order. 10. The petitioners in both company petitions to pay cost of Rs.7500/- to each, Regional Director and Official Liquidator. Petitioner in Company Petition No.1050 of 2008 to pay cost to Official Liquidator quantified at Rs.7500/- within four weeks from today. Petitioners to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by 5 Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)