1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.640 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.779 OF 2007 In the matter of scheme of Amalgamation of Acacia Properties and Investments Private Limited; M/s Adler Properties and Investments Private Limited: M/s.Airking Properties and Investments Private Limited; M/s.Ausherra Properties and Investments Private Limited; M/s.Bugsy Properties and Investments Private Limited; M/s.Daimante Properties and Investments Private Limited; M/s Starleena Properties and Finvest Private Limited and Worli Infrastructures and Developers Private Limited with Videocon Realty and Infrastructures Limited Acacia Properties And Investments Pvt.Ltd.. Petitioners (1st Transferor Co.) WITH COMPANY PETITION NO.641 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.780 OF 2007 Adler Properties And Investments Pvt.Ltd. Petitioners (2nd Transferor Co.) WITH COMPANY PETITION NO.642 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.781 OF 2007 Airking Properties And Investments Pvt. Ltd. Petitioners ( 3rd Transferor Co.) WITH COMPANY PETITION NO.643 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.782 OF 2007 Ausherra Properties And Investments Pvt. Ltd. .. Petitioners (4th Transferor Co.) 2 WITH COMPANY PETITION NO.644 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.783 OF 2007 Bugsy Properties And Investments Pvt.Ltd. Petitioners (5th Transferor Co.) WITH COMPANY PETITION NO.645 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.784 OF 2007 Diamante Properties And Investments Pvt. Ltd Petitioners. (6th Transferor Co.) WITH COMPANY PETITION NO.646 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.785 OF 2007 Starleena Properties and Finvest Pvt.Ltd.. Petitioners (7th Transferor Co.) WITH COMPANY PETITION NO.647 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.786 OF 2007 Worli Infrastructures And Developers Pvt. Ltd. Petitioners. (8th Transferor Co.) WITH COMPANY PETITION NO.648 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.787 OF 2007 Videocon Realty and Infrastructures Ltd. Petitioners (Transferee Co.) Mr Nimish Pandya i/b Pandya & Co. for the petitioners. Ms K.V.Gautam, Dy. O.L, except CP No.648 of 2007. Ms Heena Shah with Mr.C.J.Joy with G.C.Mishra for R.D. in all the matters. 3 CORAM: D.B.BHOSALE, J. DATED: 26.10.2007. P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought to a scheme of amalgamation of Acacia Properties and Investments Private Limited; M/s Adler Properties and Investments Private Limited: M/s.Airking Properties and Investments Private Limited; M/s.Ausherra Properties and Investments Private Limited; M/s.Bugsy Properties and Investments Private Limited; M/s.Daimante Properties and Investments Private Limited; M/s Starleena Properties and Finvest Private Limited and Worli Infrastructures and Developers Private Limited with Videocon Realty and Infrastructures Limited 3. Counsel appearing on behalf of the Petitioners in all the transferor companies has stated before the court that insofar as transferor companies are concerned: (i) all the equity shareholders have granted their consents; (ii) there are no secured creditors and all the unsecured creditors have granted their consents. 4. Insofar as the transferee company is concerned, the court has been informed by the learned counsel that 4 (i) all the equity shareholders have granted their consents;(ii) there are no secured; and (iii) all the unsecured creditors have also granted their consents. 5. The Regional Director in his affidavit dated 23.10.2007 has stated that as per clause 10.1 and 10.4 of the scheme, if transferee company increases its authorized share capital for issue and allotment of shares to the shareholders of the transferor companies pursuant to the scheme, then the transferee company may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act,1956 in respect of filing of necessary forms with the Registrar of Companies after payment of ROC fees and stamp duty as applicable on said forms. Mr.Pandya,learned counsel for the petitioners,on behalf of the petitioners, undertakes to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of ROC fees and stamp duty as applicable on the said forms, if any. The undertaking is accepted. 6. Upon perusal of the entire material placed on record it appears that the scheme is fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy.None of 5 the parties concerned has come forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not contrary to the public interest or prejudicial to the interest of share holders or creditors. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, all the Company Petitions filed by the transferor companies are made absolute in terms of prayer clauses (a) to (h) and company petition No.648 of 2007 filed by the transferee company is made absolute in terms of prayer clauses (a) to (g). 8. The transferee 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. 9. The petitioners in all the company petitions to pay cost of Rs.5,000/- each to the Regional Director and to the Official Liquidator by the petitioners in all the petitions of the transferor companies. Costs to be paid within four weeks from today. 6 10. Filing and issuance of the drawn up order is dispensed with. . All authorities concerned to act on a copy of this order duly authenticated by the Registry. (D.B.BHOSALE, J.)