1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 931 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1220 OF 2007 In the matter of Scheme of Amalgamation of Cityline Constructions Private Limited with Vamona Developers Private Limited and their respective Shareholders CITYLINE CONSTRUCTIONS PRIVATE LIMITED ……First Transferor Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha Dy. O.L., in CP No. 931 of 2007. Mr. C J Joy and Ms. Heena P. Shah i/b Mr. S.K. Mohapatra for R.D. CORAM: A.M.KHANWILKAR, J. DATE: 25th January 2008 PC: 1.Heard learned counsel for the parties. 2.The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Cityline Constructions Private Limited, the Transferor Company with Vamona Developers Private Limited, the Transferee Company and their respective 2 Shareholders for the amalgamation of the Transferor Company with the Transferee Company. 3.The above named Petitioner Company is the Transferor Company. No separate Petition for Vamona Developers Private Limited, the Transferee Company is filed as per the directions of this Court dated 23rd day of November, 2007 in above Company Application 1220 of 2007 in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. 4.Counsel appearing on behalf of the Petitioner have stated that they have complied with all requirements as per directions of these Hon ’ble Court and they have filed necessary affidavits of compliance in the Court. However, the Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act. 5.No objections are raised by the Regional Director in their Report save and except that in para 6 of his affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 6.The counsel of the companies inform the court that the petitioner shall comply with the provisions of law as upheld by the court ’s of law. 7.Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, both the Regional 3 Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public. 8.There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 931 of 2007 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (d). 9.The petitioner company to lodge a 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 certified copy and/or an authenticated copy of the order. 10.The Petitioner Company to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from the date of the order. 11.Filing and issuance of the drawn up order is dispensed with. 12.All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar, J.)