1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 322 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 291 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Brilliant Vyapaar Private Limited and Rizvi Estates and Hotels Private Limited and their respective shareholders Rizvi Estates and Hotels Private Limited ……Petitioner/Transferee Company Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner . Mr. C.J. Joy and Mr. Zuber Dada i/b Mr. S. K. Mohapatra for Regional Director. CORAM: S.J. KATHAWALLA J DATE: 9TH SEPTEMBER 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 a Scheme of Amalgamation between Brilliant Vyapaar Private Limited and Rizvi Estates and Hotels Private Limited and their respective shareholders. 2 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner 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 and has stated in paragraph 6 which reads as under: “That the Deponent further submits that, the Registered office of the Transferor Company is situated in the State of West Bengal at Kolkata. Hence the Transferee Company has to file similar petition before the Hon’ble High Court of West Bengal at Kolkata for approving the said Scheme”. 5. The learned Counsel for the Petitioner states that the Petition has been filed by the Transferor Company and not by the Transferee Company as stated in the affidavit of the Regional Director, and that the Petition filed by the Transferor Company has been sanctioned by the Hon’ble High Court at Kolkata on 30th August 2010. 6. Save and except as stated in paragraph 6 of the said affidavit, the Scheme is not prejudicial to the interest of shareholders and public. 3 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, the Company Scheme Petition is made absolute in terms of prayer clause (a). 9. The Petitioner 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. 10. The Petitioner to pay cost of Rs.10,000/- to the Regional Director. 11. 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)