IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORDINARY ORIGINAL JURISDICTION) FRIDAY THE NINTH DAY OF OCTOBER TWO THOUSAND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.82, 83, 84, 85, 86, 87, 88, 89, 90 and 91 of 2009 CONNECTION WITH COMPANY APPLICATION NOs.598, 599, 600, 601, 602, 603, 604, 605, 606 and 607 of 2009 In the matter of Companies Act, 1956 and In the matter of Section 391 and 394 of the said Act And In the matter of Scheme of Amalgamation Between Green Park Hotels and Resorts Pvt. Ltd. And Green Park Hospitality Services Pvt. Ltd. And Diana Hospitality Services Pvt. Ltd., And Green Park Tourist Homes Pvt. Ltd., And Deenbagh Hotels Pvt. Ltd., And Lilac Hotels Pvt. Ltd., And Diana Projects & Engineers Pvt. Ltd., And Smart Inns Pvt. Ltd., And Oak Park Estates Pvt. Ltd., With M/s. Diana Hotels Ltd. COMPANY PETITION No.82 OF 2009: M/s. Green Park Hotels and Resorts Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office at 12-1-17, Waltair Main Road, Visakhapatnam, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/1ST TRANSFEROR COMPANY COMPANY PETITION No.83 OF 2009: M/s. Green Park Hospitality Services Pvt. Ltd. A Company incorporated under the Companies Act Having its registered office at 4th floor, Hotel GreenPark, 7-1-26, Greenlands, Begumpet, Hyderabad, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/2nd TRANSFEROR COMPANY COMPANY PETITION No.84 OF 2009: M/s. Diana Hospitality Services Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office 4th Floor, Hotel GreenPark, 7-1-26, Greenlands, Begumpet, Hyderabad 500016, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/3rd TRANSFEROR COMPANY COMPANY PETITON No.85 OF 2009: M/s. Green Park Tourist Homes Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office 4th Floor, Hotel GreenPark, 7-1-26, Greenlands, Begumpet, Hyderabad 500016, rep. By its Director, Sri G.Shyamala. PETITIONER/4th TRANSFEROR COMPANY COMPANY PETITON No.86 OF 2009: M/s. Deenbagh Hotels Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office 4th Floor, Hotel GreenPark, 7-1-26, Greenlands, Begumpet, Hyderabad 500016, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/5th TRANSFEROR COMPANY COMPANY PETITON No.87 OF 2009: M/s. Lilac Hotels Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office 4th Floor, Hotel GreenPark, 7-1-26, Greenlands, Begumpet, Hyderabad 500016, rep. By its Director, Sri G.Shyamala. PETITIONER/6th TRANSFEROR COMPANY COMPANY PETITON No.88 OF 2009: M/s. Diana Projects and Engineers Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office at 4th floor, Hotel Green Park, 7-1-26, Greenlands, Begumpet, Hyderabad, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/7th TRANSFEROR COMPANY COMPANY PETITON No.89 OF 2009: M/s. Smart Inns Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office at 4th floor, Hotel Green Park, 7-1-26, Greenlands, Begumpet, Hyderabad, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/8th TRANSFEROR COMPANY COMPANY PETITON No.90 OF 2009: M/s. Oak Park Estates Pvt. Ltd., A Company incorporated under the Companies Act Having its registered office at 4th floor, Hotel Green Park, 7-1-26, Greenlands, Begumpet, Hyderabad, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/9th TRANSFEROR COMPANY COMPANY PETITON No.91 OF 2009: M/s. Diana Hotels Ltd., A Company incorporated under the Companies Act Having its registered office at 4th floor, Hotel Green Park, 7-1-26, Greenlands, Begumpet, Hyderabad, rep. By its Director, Sri G.Harischandra Reddy. PETITIONER/ TRANSFEREE COMPANY THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 9th day of October 2009, upon reading the said petitions, the common order 01.05.2009 in Company Application Nos.598, 599, 600, 601, 602, 603, 604, 605, 606 and 607 of 2009 dispensing with requirement of convening the meeting of shareholders of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor companies and the transferee company, and also on going through the consent obtained from all the equity shareholders and creditors filed before this Court, and upon hearing Sri Chetluru Sreenivas, Advocate for the petitioners, and it is appearing from the affidavits of the share holders and creditors that the proposed Scheme of Amalgamation has been approved by all creditors and the share holders of the petitioner companies. The Official Liquidator filed reports expressing no objection. Central Government has also filed a common report pointing out certain defects in the company petitions, which are rectified, and having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public, this Court doth hereby sanction the scheme of amalgamation as set out in Annexure-V of the petitions herein and schedule thereto and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation and that the transferor companies and transferee company shall pay the costs of these petitions set at Rs.2,500/- each to the learned Assistant Solicitor General, and the transferor companies shall pay costs of Rs.2,500/- each to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of. _______________ (V.V.S.RAO, J) 09.10.2009 vs