IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 511 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 472 OF 2011 CAMA PROPERTIES PRIVATE LIMITED …………Petitioner / First Transferor Company. WITH COMPANY SCHEME PETITION NO. 512 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 473 OF 2011. SHAPOORJI PALLONJI SAMALPATTI OPERATOR SERVICES PRIVATE LIMITED ………… Petitioner / Second Transferor Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of CAMA PROPERTIES PRIVATE LIMITED AND SHAPOORJI PALLONJI SAMALPATTI OPER- ATOR SERVICES PRIVATE LIMITED WITH SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in both Petitions 1 CORAM: S. C. Dharmadhikari, J. DATE: 14th October, 2011. PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of CAMA PROPERTIES PRIVATE LIMITED, the First Transferor Company and SHAPOORJI PALLONJI SAMALPATTI OPERATOR SERVICES PRIVATE LIMITED, the Second Transferor Company with SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Companies is a wholly owned subsidiary of the Transferee Company. He has further stated that in view of the Judgment in the case of Mahaamba Investments Limited v/s IDI Limited [(2001) 105 Company Cases] page 16 to 18, filing of separate Application and Petition of the Transferee Company has been dispensed with by order dated 5th August, 2011 passed by this Court in Company Summons for Direction Nos. 472 of 2011 and 473 of 2011 4. Counsel appearing on behalf of the Petitioners states that the Petitioner have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance 2 in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, it appear that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit it stated that:- “6. That the Deponent further submits that, Clause 13.1 of the Scheme deals with change in Main Object of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be direc- ted to comply with provisions of section 40 read with sec- tion 18 of the Act and to file amended copy of Memor- andum of Association alongwith Form No. 21 with the Re- gistrar of Companies.” 6. As far as the contents of paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply the provision of Section 40 read with Section 18 of the Companies Act, 1956 and to file an amended copy of the Memorandum of Association along with Form No. 21 with the Registrar of Companies in connection with change in the objects of the Memorandum of Association as per clause 13.1 of the scheme. The undertaking is accepted. 7. The Official Liquidator has filed is report stating that the affairs of the Transferor Companies have been conducted in a proper 3 manner and that the Transferor Companies may be ordered to be dissolved. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 511 of 2011 and 512 of 2011 are made absolute in terms of prayer Clauses (a) to (d). 10. The Petitioner Companies 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 the order. 11. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry 12. The Petitioner Companies in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mum- bai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 4 14. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 5