1 IN THE HIGH COURT OF JUDICATURTE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 498 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 468 OF 2011 Courtyard Properties Private Limited ………..Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 499 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 469 OF 2011 Panchshil Techpark Private limited ……….Petitioner/Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and section 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN Courtyard Properties Private Limited AND Panchshil Techpark Private limited AND their respective shareholders and creditors Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Mrs. R.N. Sutar, Asstt. Official Liquidator, present in Company Scheme Petition No. 498 of 2011. Mr. N.D Sharma i/b Mr. S. K. Mohapatra for Regional Director in both Petitions. CORAM: S.C DHARMADHIKARI, J DATE: 23rd DECEMBER 2011 2 P.C 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 a Scheme of Amalgamation of Courtyard Properties Private Limited, the Transferor Company with Panchshil Techpark Private limited, the Transferee Company and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company 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 contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 3 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 498 of 2011 and Company Scheme Petition No 499 of 2011 are made absolute in terms of prayer clause (a) of the respective petitions. 8. The Petitioners 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 order. 9. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E- form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 10. The Petitioner Company in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director and Petitioner in Company Scheme Petition No. 498 of 2010 to pay costs of Rs. 10,000/- each to the Official Liquidator. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.C. DHARMADHIKARI, J)