IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.980 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1515 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Arabian Nights Shisha Private Limited (“Transferor Company”) with Whitegold Realtors Private Limited (“Transferee Company”) Arabian Nights Shisha Private Limited, a Company incorporated under the Provisions of Companies Act, 1956 having its Registered Office at Nirmal, 21st Floor, Nariman Point, Mumbai. … Petitioner Company Ms. N. S. Nappinai for Petitioner Company Mr. M. Chandanamuthu, Deputy Official Liquidator, present Mr. C. J. Joy and Ms. Bharti Mahant i/b. Mr. S. K. Mohopatra for Regional Director 1 CORAM:- S. J. Kathawalla J. DATED:- 7th August, 2009 P. C. 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 the Scheme of Amalgamation between Arabian Nights Shisha Private Limited (the “Petitioner / Transferor Company”) with Whitegold Realtors Private Limited (“the Transferee Company”). 2. The Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with the statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 3. The Petitioner / Transferor Company is 100% subsidiary of the Transferee Company. In view of the judgement of this Court in Mahaamba Investment Ltd. v/s IDI Limited (reported in (2001) 105 Company Cases Page 16), this court by order dated 14th November 2008 passed in Company Application No. 1515 of 2008, dispensed with the filing of separate Application / Petition by Transferee Company. Hence the Transferee Company has not filed any petition for obtaining sanction of this Hon’ble Court to the present Scheme. 2 4. The Regional Director has filed an affidavit stating that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and therefore 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 of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory requirements have been fulfilled, the Company Petition filed by the Transferor Company is made absolute in terms of prayers (a) & (b). 8. The Transferor Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the Order. 3 9. The Petitioner to pay costs of Rs.7,500/- to the Regional Director. The Transferor Company i.e. Petitioner to pay cost of Rs.7,500/- 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. 11. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the company Registrar, High Court, Bombay. (S. J. Kathawalla J) 4