IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARYORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.451 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.523 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Aamiya Reality Private Limited and Aquamarine Resorts Private Limited and their respective shareholders. Aamiya Reality Private Limited a Company ) incorporated under the Companies Act, 1956 ) having its registered office at Office No. 19, ) First Floor, Arsiwala Building, Opp. Charagh Din ) Wodehouse Road, Colaba, Mumbai 400005 ) .…Petitioner Shri. S. V. Palsuledesai, for the Petitioner Shri.P. Ramarao, Official Liquidator, present. Ms. Lata Patne_i/b S.K. Mohapatra for the Regional Director. Coram: S. J. Kathawalla, J. Date: September 11, 2009 1 Heard Learned Counsel for the Parties. 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Aamiya Reality Private Limited and Aquamarine Resorts Private Limited and their respective shareholders. 2. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the necessary requirements as per directions of this Court and it has filed necessary Affidavits of compliance in the Court. Moreover the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 3. The above named Petitioner is the Transferor Company. No separate petition is filed by Aquamarine Resorts Private Limited, the Transferee Company as per the order passed by this Court dated 23rd April, 2009 in Company Application No.523 of 2009, in view of the judgement of this Court in Mahaamba Investments Ltd v. IDI Ltd. (2001) (105) Company Cases, page (16-18) 4. The Regional Director has filed his Affidavit in the above Petition stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public. 2 5. The Official Liquidator has filed his Report stating therein 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, without winding up. 6. 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 have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 8. The Transferee Company to lodge 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 30 days from the date the Order. 9. The Petitioner to pay costs of Rs.7500/- each to the Regional Director and Official Liquidator, High Court, Bombay. Costs to be paid within 4 weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 3