IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.318 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.294 OF 2010 ADHIRAJ & HAMMER REALTY PRIVATE LIMITED ……..PETITIONER/TRANSFEROR COMPANY AND COMPANY SCHEME PETITION NO.319 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.295 OF 2010 ADHIRAJ CONSTRUCTIONS PRIVATE LIMITED ……..PETITIONER/TRANSFEREE COMPANY In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Adhiraj & Hammer Realty Private Limited …….. Transferor Company WITH Adhiraj Constructions Private Limited ……….. Transferee Company Shri. B. B. Parikh alongwith Ms G.B.Shah, Advocates for the Petitioners 1 Ms.Soma Singh i/b Shri H. P. Chaturvedi for the Regional Director in both Petitions. Dr. T. Pandian, Official Liquidator in C.S.P. No.318 of 2010. CORAM: S. J. VAZIFDAR, J. DATE : 25th March, 2011 P.C.: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Adhiraj & Hammer Reality Private Limited, the Transferor Company with Adhiraj Constructions Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner has complied with all requirements as per directions of this Court and has filed an Affidavit of compliance in the court. Moreover, the Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 2 4. The Regional Director has filed an affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No.318 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.318 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Scheme Petition No.319 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 8. The Petitioner to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioner Companies in both the Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. 3 Petitioner in Company Petition No.318 of 2010 to pay a sum of Rs. 10,000/- to the Official Liquidator, High Court, Mumbai towards his costs. Costs to be paid within four weeks from today. 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 Scheme duly authenticated by the Company Registrar, High Court, and Bombay. (S. J. Vazifdar, J.) 4