1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 242 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 209 OF 2010. DORADO PROPERTIES PRIVATE LIMITED .…………Petitioner / First Transferor Company. AND COMPANY SCHEME PETITION NO. 243 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 210 OF 2010 NEROLI INVESTMENT & TRADING PRIVATE LIMITED. .…………Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO. 244 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 211 OF 2010 CARINA CONSTRUCTION PRIVATE LIMITED .…………Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO. 245 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 212 OF 2010 NATANT INVESTMENT PRIVATE LIMITED .…………Petitioner / Fourth Transferor Company AND COMPANY SCHEME PETITION NO. 246 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 213 OF 2010. POPLEY DIAMOND AND GOLD PLAZA PRIVATE LIMITE …………Petitioner / Transferee Company. 2 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalga- mation of Dorado Properties Private Limited, Neroli Investment & Trading Private Limited, Carina Construction Private Limited and Natant Investment Private Limited with Popley Diamond And Gold Plaza Private Limited and their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Dr. Sadhana Mahashabde i/b Mr. S. K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao Official Liquidator present. CORAM: S. J. Vazifdar, J. DATE: 23rd July, 2010. PC: 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 the Scheme of Amalgamation of 3 DORADO PROPERTIES PRIVATE LIMITED, the First Transferor Company, NEROLI INVESTMENT & TRADING PRIVATE LIMITED, the Second Transferor Company, CARINA CONSTRUCTION PRIVATE LIMITED, the Third Transferor Company and NATANT INVESTMENT PRIVATE LIMITED, the Fourth Transferor Company with POPLEY DIAMOND AND GOLD PLAZA PRIVATE LIMITED, Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating that the scheme does not appear to be prejudicial to the interest of shareholders and public 5. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Companies 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 4 contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 242 of 2010 to 245 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition No. 246 of 2010, filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (l). 8. The Petitioner Company 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 the order. 9. The Petitioner Companies in all petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 242 of 2010 to 245 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10.Filing and issuance of the drawn up order is dispensed with. 5 11.All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)