IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 10 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1166 OF 2009 DELTA HOSPITALITY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY SCHEME PETITION NO. 11 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1167 OF 2009 DELTA CORP LIMITED …………Petitioner / Transferee Company In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956. AND In the matter of Scheme of Arrangement and Amalgamation of Delta Hospitality Private Limited (“the Transferor Company”) with Delta Corp Limited (“the Transferee Company”) and Their Respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator, present in Company Scheme Petition No. 10 of 2010 Mr. Ashish Agarwal i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S. J. Kathawalla, J. DATE: 26th February, 2010 PC: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with section 78 and 100 to 103 of the Companies 2 Act, 1956, to the Scheme of Arrangement and Amalgamation of Delta Hospitality Private Limited with Delta Corp Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 10 of 2010 stating therein that the 3 affairs of the Transferor Company, viz, Delta Hospitality Private Limited have been conducted in a proper manner and that the said 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 10 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 11 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned 4 Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioners in Company Scheme Petition No. 10 and 11 of 2010 to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 10 of 2010 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5