1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.909 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1363 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND Scheme for Arrangement BETWEEN Maberest Hotels Private Limited AND Shree Ramanjaneya Hospitality Private Limited For Amalgamation Of Shree Ramanjaneya Hospitality Private Limited WITH Maberest Hotels Private Limited Under Sections 391 to 394 of the Companies Act, 1956 SHREE RAMANJANEYA HOSPITALITY ) PRIVATE LIMITED ) A Company incorporated under Companies ) Act, 1956, having its Office at ) 11 Govind Bhavan, Chicholi Naka, ) S. V. Road, Malad West, Mumbai 400064 ) … Petitioner/Transferor Company Ms. Janhvi Durve i/b by M/s. K Ashar & Co. for the Petitioner 2 Mr. C.J.Joy i/b S. K. Mohapatra for the Regional Director Mr. R. Ramakantha, Dy. Official Liquidator in Company Petition No.909 of 2008 CORAM : S.C.Dharmadhikari, J DATE : 24th April, 2009 P.C.: 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 Arrangement between Shree Ramanjaneya Hospitality Private Limited and Maberest Hotels Private Limited for amalgamation of Shree Ramanjaneya Hospitality Private Limited with Maberest Hotels Private Limited. 3. Counsel for the Petitioner/Transferor Company submits that the Registered Office of the Transferee Company is situate at Panjim in the State of Goa and that the Petition filed by the Transferee Company is pending for hearing and final disposal before the High Court of Judicature at Bombay at Goa. Hence the sanction of this Hon’ble Court is sought subject to the order of the High Court of Judicature at Bombay at Goa in Company Petition No.24 3 of 2008 filed by the Transferee Company in the High Court of Judicature at Bombay at Goa 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all the requirements as per directions of this Court and has filed necessary affidavit of compliance in the Court. Petitioner Company also undertakes to comply with all the other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 5. The Regional Director has filed affidavit in this Honble Court and has stated that the said Scheme is not prejudicial to the interest of the Creditors and Shareholders. 6. The Official Liquidator has filed 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. Upon perusal of the entire material on record, 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. None of the parties concerned have come forward to oppose the 4 said Scheme. Moreover, the Regional Director has stated that the proposed scheme is not prejudicial to the interest of the Shareholders and Creditors. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.909 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a ) to (e) of the Petition. The scheme is sanctioned subject to the order to be passed by the High Court of Judicature at Bombay at Goa in the Petition filed by the Transferee Company. 9. The Transferor Company to lodge copy of this order and the said Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the said Scheme within 30 days of obtaining the authenticated and or certified copy of this order. 10. The Petitioner Company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator within 4 weeks from the date of this order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on the copy of this order along with the Scheme be duly authenticated by the Company 5 Registrar, High Court Bombay. COMPANY JUDGE