IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 89 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1622 OF 2008 In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Centa Hotels Private Limited and Blue Ridge Hotels Private Limited and their respective shareholders. CENTA HOTELS PRIVATE LIMITED a ) Company incorporated under the Companies ) Act, 1956 having its registered office at Office ) No. 19 First Floor, Arsiwala Building, Opp. ) Charagh Din, Wodehouse Road, Colaba ) Mumbai 400 005 )……….Petitioner 1 Mr. S. V. Palsuledesai for the Petitioner Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 89 of 2009. Mr. C.J. Joy i/b S. K. Mohapatra for the Regional Director CORAM :- A. M. KhanwiIkar, J DATE :- May 2, 2009 P.C. Heard Learned Counsel for the parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Centa Hotels Private Limited, the Transferor Company and Blue Ridge Hotels Private Limited, the Transferee Company and their respective shareholders. 2. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and it has filed necessary Affidavits of compliance in the Court. 2 3. The Regional Director has filed his Affidavit in the above petition stating that save and except as stated in paragraph 6 thereof it appears that the Scheme is not prejudical to the interest of the shareholders and the public. 4. The objection in paragraph 6 states that as per clause 6.4 of the scheme the surplus or deficit , if any, of the net assets acquired by the Transferee Company after making the adjustments stated in the Accounting Treatment shall be credited or debited to the General Reserve of the Transferee Company. However, the same should be credited to Capital Reserve and not to General Reserve. 5. On behalf of the Transferor Company it is stated that the said amount will be transferred to the capital reserve of the Transferee Company. In view thereof, the Regional Director does not have any other objection to the scheme being sanctioned. 6. The Official Liquidator has filed report in Company Petition No. 89 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company be ordered to be dissolved. 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 3 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 3 and 4 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petition No. 89 of 2009 is made absolute in terms of prayer clause (a). 9. The above named Petitioner Company is the Transferor Company. No separate Petition by Blue Ridge Hotels Private Limited, the Transferee Company is filed as per the directions of this Court dated 12th December, 2008 in Company Application 1622 of 2008 in view of the judgment of this Court in Mahaamba Investments Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. 10.The Transferee Company to lodge 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 authenticated and/or certified copy of this Order. 11.The Petitioner to pay cost of Rs. 7500/- each to the Regional Director and Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 4 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. COMPANY JUDGE 5