1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.33 OF 2008. CONNECTED WITH COMPANY APPLICATION NO.1051 OF 2007. IN COMPANY APPLICATION NO.521 OF 2007. INDAGE HOTELS LIMITED … Petitioner/Transferor/Demerged Company WITH COMPANY PETITION NO.34 OF 2008. CONNECTED WITH COMPANY APPLICATION NO.1052 OF 2007. IN COMPANY APPLICATION NO.519 OF 2007. CHAMPAGNE VINEYARDS LIMITED .....Petitioner/Transferor/ Demerged/Transferee Company AND COMPANY PETITION NO.35 OF 2008. CONNECTED WITH COMPANY APPLICATION NO.520 OF 2007. INDAGE VINEYARDS PRIVATE LIMITED …. Petitioner/Transferee/ Resulting Company 2 In the matter of Companies Act, 1956, And In the matter of Sections 391 to 394 of the Companies Act, 1956, And In the matter of Amended Scheme of Arrangement for the demerger/ transfer of the Hotel Business Undertaking of INDAGE HOTELS LIMITED the Demerging Company unto CHAMPAGNE VINEYARDS LIMITED Transferee/Resulting Company. AND In the matter of Amended Scheme of Arrangement for the demerger / transfer of Agriculture/Viticulture Business Undertaking of CHAMPAGNE VINEYARDS LIMITED unto INDAGE VINEYARDS PRIVATE LIMITED the Transferee/Resulting Company. AND In the matter of Sections 100 to 105 of the Companies Act, 1956. AND In the matter of reduction of share capital of INDAGE HOTELS LIMITED. Mr. Ananth Iyengar for the Petitioners. 3 Mr. C.J. Joy i/b Mr. S.K. Mohapatra for Regional Director Mr. Rahul Risbud for Pixel Media & Entertainment, Objectioniest CORAM : A.M. KHANWILKAR J. DATE : 14 th March, 2008 P.C. : 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under section 100 to 105 and 391 to 394 of the Companies Act, 1956 to Amended Scheme of Arrangement between Indage Hotels Limited and Champagne Vineyards Limited, and Indage Vineyards Private Limited for demerger/transfer of Hotels Business Undertaking of Indage Hotels Limited as a going concern unto Champagne Vineyards Limited, Resulting / Transferor company and for the demerger/transfer of agriculture/viticulture business undertaking of Champagne Vineyards Limited as a going concern unto Indage Vineyards Private Limited, Resulting/Transferee Company, and for reduction of share capital of Indage Hotels Limited. 3. Counsel appearing on behalf of the Petitioner has stated that Petitioner Companies have complied with all statutory requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and rules made thereunder. 4 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is also not contrary to any public policy. However, on 28th February 2008, the Petitioner in Company Petition No.33 of 2008 have filed an Affidavit in this court stating that it has received three separate letters from its three creditors in respect of non-payment of their respective dues. It is further stated in the said Affidavit that the dues of two out of three creditors mentioned therein have been settled and the said two creditors have given their No Objection by their respective letters which are annexed to the said Affidavit. So far dues of the remaining one creditor is concerned, it is stated in the said Affidavit that nothing is due and payable to the said creditor for viz. Pixel Media and Entertainment. It is also stated in the said Affidavit that the Petitioner Company or its Advocate has not received any other objection save and except the above mentioned three letters. 6. On 25 th February 2008, Pixel Media and Entertainment, the aforesaid creditor of the Petitioner Company in Company Petition No.33 of 2008 has filed its Affidavit objecting to the proposed Amended Scheme of Arrangement. The Petitioner has filed its Affidavit in reply to the said Affidavit filed by the creditor. However, later on the claim of the Pixel Media & Entertainment is settled and objection raised by the said creditor is withdrawn. 5 7. Save and except what is stated in clause 5 and 6 herein, there is no other objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.33 of 2008 filed by the Transferor/ Demerged Company is made absolute in terms of prayer clause (a) to (j), Company Petition No.34 of 2008 filed by the Transferor/Transferee/Resulting Company is made absolute in terms of prayer clause (a) to (m) and Company Petition No.35 of 2008 filed by the Transferee/Resulting Company is made absolute in terms of prayer clause (a) to (j). 8. The Petitioner Companies to lodge a copy of this order and the Amended 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 certified copy and/or an authenticated copy of the Order. 9. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Cost to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Registry. (A.M. KHANWILKAR J.)