THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.195 of 2009 Connected with Company Application No.1110 of 2009 (Dated : 23-03-2010) Between: Lake Park Hotels Private Limited (8th Transferor company) and others …Petitioners/ Transferor Companies A n d Apeejay Surrendra Park Hotels Limited, Bangalore …Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.195 of 2009 Connected with Company Application No.1110 of 2009 ORDER: This petition has been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the Scheme of arrangement for Amalgamation of M/s. Lake Park Hotels Private Limited (hereinafter referred to as “8th Transferor Company”) with Apeejay Surrendera Park Hotels Limited, Bangalore (hereinafter referred to as “Transferee company”). 2. The authorized share capital of the 8th Transferor company is Rs.1,50,00,000/- divided into 15,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up or credited as paid up Share Capital as on 31st March 2008, was Rs.1,14,00,000/- divided into 11,40,000 Equity shares of Rs.10/- each fully paid up. The main objects of the petitioner/8th Transferor company are to acquire, establish, promote, run, manage, lease and otherwise carry on business of hotels, restaurants, tourist homes etc. The objects have been more fully described in paragraph 5 of the petition. The 8th Transferor Company had neither issued nor agreed to issue any debentures. 3. The Transferee Company was originally incorporated as Budget Hotels Limited on 27th November, 1987 at Bangalore as Company No.8755 of 1987-88 and subsequently changed its name to Apeejay Surrendera Park Hotels Limited with effect from 29th March, 2004. The registered office of the Transferee company is situate at 14/7, Mahatma Gandhi Road, Bangalore-560 042. The authorized Share Capital of the Transferee Company is Rs.20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up or credited as paid up Share Capital as on 31st March, 2008 was Rs.18,88,23,530/- divided into 1,88,82,353 Equity shares of Rs.10/- each fully paid up. The main objects of the Transferee Company are more fully described in para 11 of the petition. 4. The 8th Transferor Company is wholly owned subsidiary of the Transferee Company. The circumstances and/or reasons and/or grounds that have necessitated and/or justified the Scheme of Amalgamation are detailed in para 17 of the petition. The Board of Directors of the 8th Transferor company at their meeting held on 19th June 2009 unanimously approved the scheme of Amalgamation in which the entire undertaking of the 8th Transferor company be merged with Transferee company with effect from 1st April, 2008 subject to the approval of the shareholders and confirmation by this Court. 5. The 8th Transferor Company as of March, 2008 has no secured creditors or unsecured creditors. 6. This Court, by order dated 5th October 2009 in Company Application No.1110 of 2009 dispensed with meeting of the equity shareholders and unsecured Creditors of the 8th Transferor Company. A certified copy of the order passed in C.A.No.1110 of 2009 has been shown as Annexure “J”. 7. The Company Petition came to be admitted on 21-01-2010. The petitioner was directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai and Registrar of Companies, Andhra Pradesh, Hyderabad. The petitioner was also directed to take out notice of hearing of this company petition by publishing the same in `Andhra Jyothi’ Telugu daily and `Times of India’ English daily, Hyderabad edition, fixing the date of hearing as 25-02-2010. 8. The petitioner carried out publication as ordered by this Court on 21-01-2010 and filed proof of publication accordingly. 9. The Registrar of Companies filed affidavit reporting no objection for considering the scheme subject to approval of the High Court of Karnataka as the Transferee Company has its registered office in the State of Karnataka. It is also sated in the affidavit that the Transferee Company should pay Stamp Duty wherever applicable. 10. The Official Liquidator filed report being O.L.R.No.78 of 2010 stating that the affairs of the company do not appear to have been conducted in a manner prejudicial to the interest of the shareholders or to the public. The 8th Transferor Company was incorporated on 13th June, 2003 at Hyderabad in the State of Andhra Pradesh as per the provisions of the Companies Act, 1956. The Registered office of the 8th Transferor Company is situated at DBS Centre, 1-7-43 to 46, SP Road, Secunderabad, Andhra Pradesh-500082. 11. No objection has been received from any one opposing the proposed scheme of Amalgamation of the 8th Transferor Company with the Transferee Company. 12. Heard learned counsel appearing for the petitioner and perused the material brought on record. 13. 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 have come forward to oppose the scheme. 14. The 8th Transferor Company is wholly owned subsidiary of the Transferee Company and the entire share capital of the 8th Transferor company is beneficially held by the Transferee Company and/or its nominees. All the shareholders of the petitioner company have filed their affidavits and the said affidavits were taken into consideration in Company Application No.1110 of 2009 while ordering dispensing with the meeting of the shareholders. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the petitioner company, since all the requisite statutory compliances have been fulfilled. This sanction, however, is subject to Transferee Company getting similar orders from the Karnataka High Court. 15. Accordingly, this Company petition is allowed sanctioning the scheme of Amalgamation subject to the Transferee company getting similar approval from the High Court of Karnataka. The 8th Transferor Company to lodge an authenticated copy of this order and the scheme, duly authenticated by the Registrar of Companies with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable within 60 days from the date of the order. 16. The 8th Transferor company to pay costs of Rs.3,000/- each to the Regional Director, Department of Company Affairs, Southern Region, Chennai and also the Official Liquidator attached to this Court towards costs of this petition. Costs are to be paid within four weeks from today. 17. Accordingly, the Company Petition is allowed. _____________________ B.SESHASAYANA REDDY, J Dt.23-03-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.195 of 2009 Connected with Company Application No.1110 of 2009 DATED : 23-03-2010