IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 574 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 597 OF 2010. City Pulse Developers Private Limited ...Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 575 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 598 OF 2010. Future Deal Properties Private Limited ....Petitioner/Transferee Company In the matter of the Companies Act, 1956(i of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of City Pulse Developers Private Limited (Transferor Company) with Future Deal Properties Limited (Transferee Company) and their Respective Shareholders. 2 Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocates for the Petitioners in both Petitions. Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition No. 574 of 2010. Mr. C. J. Joy along with Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S.J. KATHAWALLA. J DATE: 29th October 2010 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 City Pulse Developers Private Limited with Future Deal Properties Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the 3 Companies Act, 1956 and the rules made thereunder. The Undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that save and except as stated in para 6(a) and 6(b) of the said Affidavit, the scheme does not appear to be prejudicial to the interest of the shareholders and public. In paragraph 6 of the affidavit, the Regional Director has stated that: (a) As per clause 17 of the Scheme the name of the Transferee Company is proposed to be changed to “City Pulse Developers Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 20/21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerised MCA 21 system of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. (b) As per clause 5.5 of the Scheme, the Transferee shall to the extent required, increase its authorised share capital in order to issue preference shares under the scheme. In this 4 connection the Transferee Company may be directed to comply with provisions of sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 5. With reference to paragraph 6 (a) of the Affidavit of Regional Director, the Petitioner Company undertakes to comply with the applicable provisions of the Companies Act, 1956. Further the Counsel appearing on behalf of the Petiitioner Company undertakes that the new name will be approved subject to availability of the same on the MCA-21 system at the time of such application. The said undertaking is accepted. 6. So far as query raised in paragraph 6 (b) of the Affidavit of the Regional Director is concerned, the Petitioners through their Counsel undertakes to comply with the provisions of sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 5 7. The Official Liquidator has filed his report in Company Scheme Petition No.574 of 2010 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. 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, the Company Scheme Petition No. 574 of 2010 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 575 of 2010 is made absolute in terms of prayer clauses (a) to (c). 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 order. 6 11. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Petitioner in Company Scheme Petition No. 574 of 2010 to pay sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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. KATHAWALLA, J.)