IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 847 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 903 OF 2007 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 TROPICANA PROPERTIES LIMITED And In the matter of arrangement embodied in the Scheme of Amalgamation between TROPICANA PROPERTIES LIMITED and K. RAHEJA RESORTS & HOSPITALITY SERVICES PRIVATE LIMITED with PALM GROVE BEACH HOTELS PRIVATE LIMITED Tropicana Properties Limited ... Petitioner (Transferor Company) AND COMPANY PETITION NO. 848 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 904 OF 2007 K. Raheja Resorts & Hospitality Services Private Limited ... Petitioner (Transferor Company) WITH COMPANY PETITION NO. 849 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.905 OF 2007 Palm Grove Beach Hotels Private Limited … Petitioner(Transferee Company) Mr. Simil Purohit i/b. Mr. K. D. Abichandani Advocate for the Petitioners Mr. C. J. Joy for Regional Director in all the Petitions Page 1 of 3 Mr. S. Ramakantha Deputy Official Liquidator in Company Petition No.847 & 848 of 2007 CORAM : A. M. KHANWILKAR J. Date : 11 th JANUARY, 2008. MINUTES OF ORDER 1. Heard Learned Counsel for the parties. 2. The sanction of the court is sought under section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Tropicana Properties Limited (the Transferor Company - Petitioner in Company Petition No.847 of 2007) and K. Raheja Resorts & Hospitality Services Private Limited (the Transferor Company – Petitioner in Company Petition No. 848 of 2007) with Palm Grove Beach Hotels Private Limited (the Transferee Company – Petitioner in Company Petition No. 849 of 2007). 3. Counsel Appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary Affidavit of compliance in the Court. 4. The Regional Director in his Affidavit has stated that the Scheme is not prejudicial to the interest of creditors and shareholders and public. So far para 6 of the said Affidavit is concerned, the Petitioners undertake to comply with the requisitions. 5. Upon perusal of the entire material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, both the Regional Director and Official Liquidator have stated that the scheme Page 2 of 3 as proposed is not contrary to the public interest or prejudicial to the interest of shareholders or creditors. 6. There is no objection to the scheme save and except as stated in paragraph 4 above and since all the requisite statutory compliances have been fulfilled, therefore Company Petition No. 847 of 2007 filed by the Transferor Company Tropicana Properties Limited is made absolute in terms of prayer clause (a) to (i). Company Petition No. 848 of 2007 filed by the Transferor Company K. Raheja Resorts & Hospitality Services Private Limited is made absolute in terms of prayer clause (a) to (i). Company Petition No. 849 of 2007 filed by the Transferee Company Palm Grove Beach Hotels Private Limited is made absolute in terms of prayer clause (a) to (i). 7. The Transferee Company to lodge a copy of this Order alongwith the 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 certified copy and/or an authenticated copy of the Order. 8. The Petitioners in each of the three Company Petitions to pay costs of Rs. 5,000/- each to the Regional Director and the Petitioners (Transferor Companies) in Company Petition Nos. 847 of 2007 and 848 of 2007 to pay cost of Rs. 5,000/- each to the Official Liquidator. 9. Filing and issuance of the drawn up order is dispensed with. 10. All the authorities concerned to act on a copy of this Order alongwith the Scheme duly authenticated by the Registry. COMPANY JUDGE Page 3 of 3