IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.780 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.909 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of: 1. Skylight Hotels Private Limited, 2. Skylight Properties Private Limited, 3. Rooshna Hotels Private Limited, 4. Rooshna Estates Private Limited, 5. Oak Park Hotels Private Limited, 6. Orchard Park Hotels Private Limited, 7. Chelsea Hotels Private Limited, 8. Lake Park Hotels Private Limited, 9. Innsignia Hotels Private Limited, 10. Lake Plaza Hotels Limited, 11. Vizag Sea Park Hotel Private Limited and 12. New Bombay Park Hotel Private Limited Into Apeejay Surrendra Park Hotels Limited Vizag Sea Park Hotel Private Limited …… Petitioner/ 11th Transferor Company And 1 COMPANY PETITION NO.781 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.910 OF 2009 New Bombay Park Hotel Private Limited … Petitioner/ 12th Transferor Company Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates for the Petitioners. Mr. C. J. Joy and Ms. Neeta Masurkar i/b Mr. S.K. Mohopatra for Regional Director in both the Petitions Mr. P. Rama Rao, Official Liquidator in C.P. No.780 of 2009 and C.P. No.781 of 2009 CORAM: Dr. D.Y. Chandrachud J Dated: 4th December, 2009 PC: 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 of Skylight Hotels Private Limited, Skylight Properties Private Limited, Rooshna Hotels Private Limited, Rooshna Estates Private Limited, Oak Park Hotels Private Limited, Orchard Park Hotels Private Limited, Chelsea Hotels Private Limited, Lake Park Hotels Private Limited, Innsignia Hotels Private Limited, Lake Plaza Hotels Limited, Vizag Sea Park Hotel Private Limited and New Bombay Park Hotel Private Limited, the Transferor Companies into Apeejay Surrendra Park Hotels Limited, the Transferee Company. 2 3. The Counsel appearing on behalf of the Petitioner Companies states that the registered offices of the Transferor Company Nos.1 to 10 are situated in the State of Andhra Pradesh and the registered office of the Transferor Company Nos.11 and 12 are situated in the State of Maharashtra, whereas the registered office of the Transferee Company is situated in the State of Karnataka. 4. The Petition filed by the Transferor Company Nos.1 to 10 in the High Court of Andhra Pradesh is pending for admission and the Petition filed by the Transferee Company in the High Court of Karnataka is pending for hearing. 5. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. Undertaking is accepted. 6. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 7. The Official Liquidator has filed a report stating that the affairs of the Petitioner/ Transferor Companies have been conducted in proper manner and that Petitioner/ Transferor Companies may be ordered to be dissolved. 3 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions i.e. the Company Petition No.780 of 2009 filed by the 11th Transferor Company and the Company Petition No.781 of 2009 filed by the 12th Transferor Company are made absolute in terms of prayer clause (a) of the respective Petitions. The Scheme is sanctioned subject to the order to be passed by the High Court of Andhra Pradesh in the Petitions filed before the said Court by the Transferor Company Nos.1 to 10 and by the High Court of Karnataka in the Petition filed by the Transferee Company. 10. The Transferor Company to lodge an authenticated copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay, towards their costs. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with 4 13. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud J.) 5