1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 276 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 91 OF 2011 RSA Developers Private Limited ……....Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 277 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 92 OF 2011 Premraj Real- Estate Private Limited …….Petitioner/Second Transferor Company In the matter of Section 391 & 394 of Companies Act, 1956; AND In the matter of Scheme of Amalgamation Of RSA Developers Private Limited AND Premraj Real- Estate Private Limited WITH Cherry Hotels Private Limited AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator in Company Scheme Petition Nos. 276 and 277 of 2011. Mr. C.J Joy, i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions CORAM: S.C. DHARMADHIKARI, J DATE: 2ND SEPTEMBER 2011 1. Heard learned counsel for the 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 RSA Developers Private Limited and Premraj Real- Estate Private Limited with Cherry Hotels Private Limited and their Respective Shareholders. The Petitioner 2 Companies are 100% subsidiaries of Cherry Hotels Private Limited, the Transferee Company and that by order dated 11th February 2011 passed in Company Summons for Direction No. 91 & 92 of 2011, the filing of separate Company Summons for Direction and Company Scheme Petition by Cherry Hotels Private Limited, the Transferee Company was dispensed with. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per 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 there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.276 of 2011 and Company Scheme Petition No.277 of 2011 are made absolute in terms of prayer Clause (a) of the respective petitions. 8. 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 Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 3 9. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and to the Official Liquidator. Costs 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 Company Registrar, High Court (O.S.), Bombay. (S. C. DHARMADHIKARI, J)