IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.8 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1493 OF 2008 M/S. Kohra Properties Pvt. Limited. ...Petitioner/Transferor Company AND COMPANY PETITION NO. 9 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1494 OF 2008 M/S. Sanoja Properties Pvt. Limited. … Petitioner/Transferor Company AND COMPANY PETITION NO.10 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1495 OF 2008 M/S. Future Communications Limited ...Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956) And In the matter of Scheme of Amalgamation of Sanoja Properties Pvt. Limited And Kohra Properties Pvt. Limited With Future Communications Limited Mr. Mukesh Jain with Mr. Jaswant Khatodiya i/b. Mukesh Jain & Associates Advocates for the Petitioner Companies. Mr. S. Chandanamuthu, Deputy Official Liquidator in C.P. No 8 of 2009 & C.P. No.9 of 2009. Ms. Purnima Awasthi and Mr. A. R. Varma i/b. Mr. S. K. Mohapatra For Regional Director in all the Company Petitions. CORAM : S. J. Kathawalla, J Dated: 31st July, 2009 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation of M/s. Sanoja Properties Pvt. Limited and M/s. Kohra Properties Pvt. Limited., the Transferor Companies with M/s. Future Communications Limited., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act,1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. However, in paragraph 6 of the said affidavit, the Regional Director has stated that there is a prima facie violation of section 295, 209(1) read with section 211 read with Part I of Schedule VI of the Companies Act 1956 by the Transferee Company and that the Registrar of Companies has been directed to initiate 2 necessary action against the Transferee Company and its Directors in this regard. The counsel appearing for the Transferee Company submits that the Transferee Company has filed an affidavit dated 28th July, 2009 in Company Petition No.10 of 2009 giving an undertaking to Suo-Moto file Compounding Application under section 621A of the Companies Act,1956 in respect of Violation of section 295 of the Act. The said undertaking is accepted. 5. In view of the statements made in the said affidavits, the Regional Director/Registrar of Companies is at liberty to adopt appropriate proceedings in accordance with Law against the Transferee Company for the aforesaid violations. Moreover, it is not stated and there is nothing to suggest that the alleged violations are detrimental to the scheme as such. 6. The Official Liquidator has filed his Report in Company Petition Nos.8 of 2009 and 9 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be order to be dissolved. 7. Upon perusal of the entire 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 any public policy. None of the parties concerned has come forward to oppose the Scheme. 8. There is no objection to the Scheme, save and except as stated in paragraph No.4 and 5 herein and since all the requisite statutory compliance have been fulfilled, all the Company Petitions viz. Company Petition No.8 of 2009, Company Petition No.9 of 2009, and Company Petition No.10 of 2009 are made absolute in terms of prayer clause (a) to (e) respectively. 9. The Petitioner Companies to lodge copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay with the 3 concerned Superintendent of Stamps for the purpose of adjudication of Stamp Duty, payable if any, on the same within 30 days from the date of the Order. 10. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the “Regional Director’. Petitioners in Company Petition Nos. 8 of 2009 and 9 of 2009 to pay costs to Rs. 7500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispense with. 12. All concerned authorities to act on a copy of this Order along with Scheme of Amalgamation duly authenticated by Company Registrar (O.S.), High Court, Bombay. (S. J. Kathawalla, J) 4