IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.173 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1676 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Scheme of Arrangement and Amalgamation between Maharashtra Hospitality Limited and Vedant Lapidary Private Limited with Vedant Hotels Limited Maharashtra Hospitality Limited, )…. Petitioner (Transferor Company No. 1) WITH COMPANY PETITION NO.174 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1677 OF 2008 Vedant Lapidary Private Limited ),,,, Petitioner (Transferor Company No. 2) 1 WITH COMPANY PETITION NO.175 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1678 OF 2008 Vedant Hotels Limited ),,,, Petitioner (Transferee Company) MINUTES OF ORDER Mr. Rahul Risbud and Mr. Vikas Mahangare Advocates for Petitioners Mr. M. S. Bhardwaj i./b Mr. Mohapatra for Regional Director Mr. M. Chandanamuthu, Dy. Official Liquidator present. CORAM : A. M. KHANWILKAR J. DATED : 16TH JULY 2009 P.C. 1) Heard learned counsel for parties. 2) The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Maharashtra Hospitality Pvt. Ltd. Transferor Company No. 1 and Vedant Lapidary Pvt. Ltd. Transferor Company No. 2 with Vedant Hotels Ltd. The Transferee Company. 2 3) Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4) The Regional Director has filed his affidavit stating therein that save and except as stated in Para 6 (b) it appears that the scheme is not prejudicial to the interest of shareholders and public. In para 6 (b) of the said Affidavit, it is mentioned that there is a prima facie violation of Section 295 of the Companies Act, 1956 and that the Transferee Company appears to have violated provisions of Section 211 read with Schedule VI Part I, Section 209 (3) (b), Section 211 (3A) read with AS – 15, Section 211 read with Schedule XVI etc. during the years 2006 – 2007 and 2007 – 2008. Similar violations have been noticed in the Accounts of both the Transferor Companies, therefore the Registrar of Companies Pune has been instructed to examine the above and take appropriate actions as deemed necessary. 5) The Transferee Company has filed a Rejoinder Affidavit dated 30/06/2009 of its Director Mr. Ramesh Ramchandra Havele. In para 3 (b) of the said Affidavit it is mentioned that there is no violation of Section 295 of the Companies Act, 1956 and that if it is conclusively established by the concerned Authorities that there is violation of Section 295, the Company is ready to go for compounding of the offences or suffer the consequences prescribed under the section. The counsel appearing for Petitioner states that as and when notices are received from Registrar of Companies, suitable replies will be filed. 3 6) The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be wound up. 7) Upon perusal of the entire material on record, in my opinion 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. 8) There is no objection to the Scheme, save and except as stated in paragraph 4 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petition No.173 of 2009 is made absolute in terms of prayers (a) to (j) and Company Petition No.174 of 2009 is made absolute in terms of prayers (a) to (j) and Company Petition No.175 of 2009 is made absolute in terms of prayers (a) to (k). However, so far as the objections raised by the Regional Director in paragraph 4 are concerned, it is open to Registrar of Companies and other appropriate authorities to initiate necessary action in this regard against the directors and Transferee Company. 9) The Petitioner Companies to lodge copy of this order and the Scheme duly authenticated by the Company Registrar High Court (O.S.) with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable if any within 30 days of the date of the Order. 10) The Petitioner Companies in all Petitions to pay costs of Rs.7,500/- each to the Regional Director. Petitioner in Company Petition No.173 of 2009 and 174 4 of 2009 to pay cost of Rs.7,500/- each to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from today. 11) Filing and issuance of the drawn up order is dispensed with. 12) All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J.) 5