1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.964 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1384 OF 2008 PERSEPOLIS HOLDINGS LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO.965 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1385 OF 2008 FLORA FOUNTAIN PROPERTIES LIMITED …………Petitioner / Transferee Company. In the matter of Scheme of Amalgamation of PERSEPOLIS HOLDINGS LIMITED with FLORA FOUNTAIN PROPERTIES LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 964 of 2008. Mr. M. S. Bhardwaj i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 964 & 965 of 2008 CORAM: S. C. Dharmadhikari, J. DATE: 24th April, 2009 2 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 PERSEPOLIS HOLDINGS LIMITED, the Transferor Company with FLORA FOUNTAIN PROPERTIES LIMITED, the 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 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 creditors, shareholders and public. 5. The Official Liquidator has filed report in Company Petition No.964 of 2008 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. 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 3 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 stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.964 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.965 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies 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 Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and Petitioner in the Company Petition No. 964 of 2008 filed by the Transferor Company to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 4 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. C. Dharmadhikari, J.)