IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.410 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.549 OF 2008 In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Yogum Developers Private Limited …. Transferor Company WITH Gahoi Buildwell Limited …..Transferee Company Gahoi Buildwell Limited …Petitioner/ Transferee Company B. B. Parekh, Advocate for the Petitioner Shri C. J. Joy i/b Shri S. K. Mohapatra for the Regional Director. CORAM : A. M. Khanwilkar, J. DATE: 24 th October, 2008. P.C. 1. Heard learned Counsel for the parties. 2. The sanction of the court is sought (under section 391 and 394 of the Companies Act, 1956) to the Scheme of Amalgamation of Yogum Developers Private Limited, the Transferor Company with Gahoi Buildwell Limited, Transferee Company. 3. This Company Petition has been filed by Gahoi Buildwell Limited, the Transferee Company. The Counsel for the Petitioner submits that the Register office of the Transferor Company is situated at New Delhi and that the Petition filed by the Transferor Company is pending before the Delhi High Court. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and have filed necessary Affidavit of compliance in the court. Moreover, Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 5. The Regional Director has filed his affidavit stating therein that the scheme is not prejudicial to the interest of Creditors and Shareholders and Public. 6. Upon perusal of the entire material placed on records 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. Moreover, the Regional Director has save mentioned above stated that the Scheme as proposed is not prejudicial to the interest of its shareholders and creditors and public. 2 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition No.410 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). The scheme is sanctioned subject to the order to be passed by the Delhi High Court in the petition filed by the Transferor Company. 8. The Petitioner to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioner to pay cost of Rs.7500/- to the Regional Director. Cost to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order alongwith the scheme duly authenticated by the Company Registrar, High Court Bombay. A. M. Khanwilkar, J. 3