IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 448 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 480 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of GLORIBIRD PROPERTIES PRIVATE LIMITED AND IN THE MATTER of the Scheme of Amalgamation of GLORIBIRD PROPERTIES PRIVATE LIMITED with AIMBITIOUS PROPERTIES PRIVATE LIMITED Gloribird Properties Private Limited ... Petitioner/Transferor Company Mr. Yogesh Adhia, Advocate for the Petitioner. Dr. T. Pandian, Dy. Official Liquidator present. Mrs. Purnima Awasthi i/b Mr. S. K. Mohapatra for Regional Director. CORAM: S. J. Kathawalla, J. DATE : 24 th September 2010 P. C.: 1. Heard Learned counsel for 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 Gloribird Properties Private Limited, the Transferor Company with Aimbitious Properties Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the 2 Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 4. The Regional Director has filed Affidavit stating therein that Scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. The abovenamed Petitioner Company is the Transferor Company. In view of the Judgment of the Court in Mahaamba Investment Ltd. V/s. IDI Limited (2001 (105) Company cases, page No. 16) and the Order passed by this Court on 9 th July 2010 in Company Summons for Direction No. 480 of 2010 no separate Petition is filed by Aimbitious Properties Private Limited the Transferee company. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a) to (g). 9. The Transferee Company to lodge a copy of this Order and Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner Company to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and to the Official 3 Liquidator, High Court, Bombay. Costs to be paid within 4 weeks from today. 11. Filing and issuance of the drawn up order is dispenses with. 12. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)