1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 101 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 28 OF 2011 Ebisu Township Private Limited .........Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 102 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 29 OF 2011 Hiranandani Realtors Private Limited........Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Ebisu Township Private Limited (Formerly known as ‘Hiranandani Township Private Limited’) With Hiranandani Realtors Private Limited And their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian, Official Liquidator in Company Scheme Petition Nos. 101 of 2011 Ms. Jyotsna Pandhi, i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S.J. VAZIFDAR, J DATE: 1st APRIL 2011 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 Ebisu Township Private Limited, (Formerly Known as ‘Hiranandani Township Private Limited’) with Hiranandani Realtors Private Limited and their Respective Shareholders . 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this 2 Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with 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 stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 101 of 2011 and Company Scheme Petition No 102 of 2011 are made absolute in terms of prayer clause (a) of the respective petitions. 8. The Petitioners 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 stamp duty payable, if any, on the same within 60 days from the date of order. 9. The Petitioners in all Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioners in Company Scheme Petition Nos. 101 of 2011 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 3 11. 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.VAZIDFAR, J)