1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.693 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1165 OF 2008 MARKET CITY DEVELOPERS LIMITED …Petitioner / Transferor Company. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Market City Developers Limited (Transferor) and Big Apple Real Estate Private Limited (Transferee) and their respective shareholders and creditors. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in CP No.693 of 2008. Mr. C. J. Joy and Ms. Anamika Malhotra i/b Mr. S. K. Mohapatra for Regional Director in C.P. No.693 of 2008. CORAM: A. M. Khanwilkar J. DATE : 17th October, 2008 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 for the amalgamation of Market City Developers Limited, the Transferor company with Big Apple Real Estate Private Limited, the Transferee company . 3. Counsel appearing on behalf of the Petitioner 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 Company also undertakes 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. However, in paragraph 6 of his Affidavit, he has raised an objection stating that the Petitioner company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The counsel appearing for the Petitioner 3 states that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the same would be given effect to in the finalized audited accounts of the Transferee Company for the year ended 31st March, 2009. The said undertaking is accepted. 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 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 have 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. It is further stated that the registered office of Big Apple Real Estate Private Limited (Transferee) is situated in the State of Uttar Pradesh and that the Transferee Company has already filed 4 the application before the Hon’ble High Court of Allahabad, Lucknow bench to seek approval of the Scheme and is pending for hearing. It is, thus, suggested that the Scheme may be approved subject to the sanction of Scheme by Hon’ble High Court of Allahabad, Lucknow bench. 8. There is no objection to the Scheme, same and except, as stated in paragraph 4 herein, and since all the requisite statutory compliances have been fulfilled, Company Petition No.693 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). The scheme is sanctioned subject to the sanctioning of the scheme by the Hon’ble High Court of Allahabad, Lucknow bench. 9. The Petitioner Company 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. 10. The Petitioner to pay cost of Rs.7500/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 5 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 Scheme duly authenticated by the Company Registrar , High Court, Bombay. (A. M. Khanwilkar, J.)