1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.293 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.236 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956) And In the matter of Section 391 to 394 of the Companies Act, 1956. And In the matter of the Scheme of Amalgamation of Quality Concern Hospitality Services Pvt. Ltd. With Shradha Infraprojects (Nagpur) Pvt. Ltd. Quality Concern Hospitality Services Pvt. Ltd. ...Petitioner (Transferor Company) AND COMPANY SCHEME PETITION NO.294 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.237 OF 2011 Shradha Infraprojects (Nagpur) Pvt. Ltd. …Petitioner (Transferee Company) Mr. Ramesh Saraogi, Advocate for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator, present in C.S.P. No. 293 of 2011 Mr. C.J. Joy and Mr. N. D. Sharma i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions Coram: S. J. Kathawalla J. Date: 22nd July, 2011 2 P.C.: 1) Heard Advocate 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 Quality Concern Hospitality Services Pvt. Ltd. with Shradha Infraprojects (Nagpur) Pvt. Ltd. 3) The Advocate appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4) The Regional Director has filed an affidavit stating therein that save and except paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest shareholders and public. In paragraph 6 of the Affidavit it is stated that :- “That the Deponent further submits that, clause 15.5 of the Scheme states that the excess if any of the value of net assets of the transferor Company shall be credited by the Transferee Company to an account to be styled as “Amalgamation Reserve Account” and the said account shall be treated as Free Reserve of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 3 5) The Petitioners through their Advocate undertake that the Reserve arising out of the Scheme shall be treated as “Amalgamation Reserve” and that the same shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The undertaking is accepted. 6) The Official Liquidator has filed its report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7) 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. 8) Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.293 of 2011 and No.294 of 2011 is made absolute in terms of prayer clauses (a) to (c) of the respective petitions. 9) The Petitioners to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendant 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. 10) The Petitioners in Company Scheme Petition No.293 of 2011 and No.294 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No.293 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11) Filing and issuance of drawn of order is dispensed with. 4 12) All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. J. Kathawalla, J.)