IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.325 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.403 OF 2009 Springfield Hotels Private Limited …Petitioner/Transferor Company In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between SPRINGFIELD HOTELS PRIVATE LIMITED … Transferor Company AND PATEL INTEGRATED LOGISTICS LIMITED …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Springfield Hotels Private Limited in Patel Integrated Logistics Limited. Mr. Shiralkar a/w Vikramaditya Deshmukh, Sushant Chavan i/by M/s. Shiralkar & Co., for the Petitioner Mr. Y. S. Bhate and Mr. N. R. Prajapati i/b Mr. S. K. Mohopatra for Regional Director. Mr. M. Chandanamuthu, Dy. Official Liquidator CORAM: A. M. Khanwilkar J. DATE: 10th July, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Springfield Hotels Private Limited, the Transferor Company and Patel Integrated Logistics Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of Springfield Hotels Private Limited, Transferor Company with Patel Integrated Logistics Limited, Transferee Company. 3. The present Petition is filed by the Transferor Company. By an Order dated 3rd April 2009 passed by this Hon’ble Court in Company Application No.403 of 2009, the filing of the separate Application/Petition by Patel Integrated Logistics Limited, the Transferee Company was dispensed with. Hence no Petition is filed by the Transferee Company for obtaining sanction to the proposed Scheme of Arrangement. 2 4. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. 5. The Regional Director has filed Affidavit wherein stating that the Scheme is not prejudicial to the interest of Shareholders and Public. 6. The Official Liquidator has filed report in Company Petition No.325 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner. 7. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 3 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.325 of 2009 is made absolute in terms of prayer clauses (a) to (i). 9. The Transferee 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. 10. The Petitioner Company in the above Petition to pay cost of Rs.7,500/- each to the Regional Director and Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4