IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH JAIPUR. ORDER In S.B. Company Petition No. 2 of 2008 IN THE MATTER OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SECTIONS 391 to 393 394 OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SCHEME OF AMALGAMATION OF MAHIMA PROMOTERS PRIVATE LIMITED (Transferor Company No.1) GRASSWOOD RESORTS PRIVATE LIMITED (Transferor Company No.2) PARADISE BUILDHOME PRIVATE LIMITED (Transferor Company No.3) VIBHUTI FINANCIAL SERVICES PRIVATE LIMITED (Transferor Company No.4) JAIPUR NEED NIRMAN PRIVATE LIMITED (Transferor Company No.5) SILVERSHINE LAND DEVELOPERS PRIVATE LIMITED (Transferor Company No.6) WITH MAHIMA REAL ESTATE PRIVATE LIMITED (Transferee Company) Date of Order : July 25, 2008 P R E S E N T HON'BLE MR. JUSTICE SHIV KUMAR SHARMA Mr. Amol Vyas for the petitioners Mr. V.K. Khoobchandani, Official Liquidator BY THE COURT MAHIMA PROMOTERS PRIVATE LIMITED(Transferor Company No.1)GRASSWOOD RESORTS PRIVATE LIMITED (Transferor Company No.2)PARADISE BUILDHOME PRIVATE LIMITED (Transferor Company No.3)VIBHUTI FINANCIAL SERVICES PRIVATE LIMITED (Transferor Company No.4) JAIPUR NEED NIRMAN PRIVATE LIMITED (Transferor Company No.5)SILVERSHINE LAND DEVELOPERS PRIVATE LIMITED (Transferor Company No.6) (in short Transferor Companies l to 6) and MAHIMA REAL ESTATE PRIVATE LIMITED ( in short Transferee Company) have filed this petition under sections 391 to 394 of the Companies Act , praying therein for passing of Amalgamation of the petitioner transferor companies l to 6 with Mahima Real Estate Private Limited ( Transferee Company ). 2. M/s. B.M.G. Hotels Private Limited was duly incorporated under the Companies Act, 1956 on September 7, 2000. In terms of section 21 of the Companies Act with the approval of Central Government, it changed its name to M/s. Mahima Promotors Private Limited ( petitioner Transferor Company No.1) vide order dated July 15, 2003, having its registered office at F-1 Govind Marg, Opp. Raja Park Petrol Pump, Jaipur. The equity authorised share capital of the Transferor Company No.1 on April l, 2007 was 5,00,000 equity shares of Rs. 10/- (total amount Rs. 50 lakhs). Issued, subscribed and paid up share capital as on April 1, 2007 was 2,50,000 equity shares of Rs. 10/- each ( Total 25 lakhs). M/s. Grasswood Resorts Private Limited ( Transferor Company No.2) was duly incorporated under the Companies Act, 1956 on February 1, 2006 having its Registered office at F- 1 Govind Marg, Opp. Raja Park Petrol Pump, Jaipur. The equity authorised share capital of the Transferor Company No.2 on April l, 2007 was 10,000 equity shares of Rs. 10/- (total amount Rs. 1 lakh). Issued, subscribed and paid up share capital as on April 1, 2007 was 10,000 equity shares of Rs. 10/- each ( Total 1 lakh). M/s. Paradise Buildhome Private Limited ( Transferor Company No.3) was duly incorporated under the Companies Act, 1956 on January 3, 2006 having its Registered office at F-1 Govind Marg, Opp. Raja Park Petrol Pump, Jaipur. The equity authorised share capital of the Transferor Company No.3 on April l, 2007 was 5,00,000 equity shares of Rs. 10/- (total amount Rs. 50 lakh). Issued, subscribed and paid up share capital as on April 1, 2007 was 1,80,000 equity shares of Rs. 10/- each ( Total 18 lakh). M/s. Vibhuti Financial Services Private Limited ( Transferor Company No.4) was duly incorporated under the Companies Act, 1956 on October 26, 1994 having its Registered office at A- 3, Jai Singh Highway Bani Park, Jaipur . The equity authorised share capital of the Transferor Company No.4 on April l, 2007 was 2,00,000 equity shares of Rs. 10/- (total amount Rs. 20 lakhs). Issued, subscribed and paid up share capital as on April 1, 2007 was 1,00,000 equity shares of Rs. 10/- each ( Total 10 lakhs). M/s. Jaipur Need Nirman Private Limited ( Transferor Company No.5) was duly incorporated under the Companies Act, 1956 on June 1, 1990 having its Registered office at F-1 Govind Marg, Opp. Raja Park Petrol Pump, Jaipur. The equity authorised share capital of the Transferor Company No.5 on April l, 2007 was 3,00.000 equity shares of Rs. 10/- (total amount Rs. 300 lakhs). Preference shares 1,35,000 redeemable pref. Shares of Rs. 100 each (Total Rs. 135 lakhs). Issued, subscribed and paid up share capital as on April 1, 2007 was 1,47,500 equity shares of Rs. 10 each (Total Rs. 147.50) Preference shares 1,34,700 redeemable pref. Shares of Rs. 100/- each (Total Rs. 134.70 lakhs) M/s. Silvershine Land Developers Private Limited ( Transferor Company No.6) was duly incorporated under the Companies Act, 1956 on August 25, 2005 having its Registered office at F-1 Govind Marg, Opp. Raja Park Petrol Pump, Jaipur. The equity authorised share capital of the Transferor Company No.6 on April l, 2007 was 47,10,000 equity shares of Rs. 10/- (total amount Rs.471 lakhs). Issued, subscribed and paid up share capital as on April 1, 2007 was 47,10,000 equity shares of Rs. 10/- each ( Total 471 lakhs). M/s. Mahima Real Estate Private Limited (Transferee Company) was incorporated under the Companies Act, 1956 on March 6, 1996 having its registered office at 8, Nikhil Apartment, 670 Adarsh Nagar, Jaipur. The authorised share capital of the petitioner transferee company as on April 1, 2007 was 5,00,000 equity shares of Rs. 10/- each ( total Rs. 50 lakhs). Issued, subscribed and paid up shares capital 99,800 equity shares of Rs. 10 each (Total 9.98 lakhs). 3. The Board of Directors of the petitioner Transferor Companies l to 6 have in their respective meeting dated November 16, 2007 approved the scheme of amalgamation. The Board of Directors of Transferee company have also in its meeting held on November 16, 2007 approved the scheme of amalgamation. The transferor companies l to 6 have filed six company applications Nos. 3,4,5,6,7,8 and 9 of 2008 before this Court. The transferor companies l to 6 in pursuance to the order of this Court dated January 18, 2008, respectively held meetings of the creditors and shareholders as given out in paras 20 to 80 of this petition and stated that in their respective meetings the members who attended the meetings unanimously consented and approved the proposed scheme of amalgamation. In these circumstances the transferor companies l to 6 and transferee company submitted that the scheme is bound to be in the interest and benefit of the shareholders, secured and unsecured creditors and other stakeholders of the petitioner transferor companies l to 6 and petitioner transferee company. 4. This Court vide order dated April 25, 2008 issued notice of this petition to the Registrar of Companies, Regional Director and official Liquidator. Vide order dated May 30, 2008 this court directed for publication of notice of this petition in daily News papers Statesman (English) New Delhi Edition and Rajasthan Patrika ( Hindi) Jaipur Edition. 5. In response to the notice, the Regional Director filed his affidavit and it was submitted that as per Clause 8 (a) of Part III of the Scheme of Amalgamation all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break and interruption in their services upon sanctioning of the scheme of amalgamation by this Court. The petitioner company may be asked to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard 14 i.e. Accounting for Amalgamation' issued by the Institute of Chartered Accountants of India. The official liquidator also filed report stating that as per the report of Shri N.C. Jain Chartered Accountant, affairs of the Transferor Companies l to 6 have not been conducted in a manner prejudicial to interest of the members and creditors and he has no objection if upon sanctioning of the scheme of merger, the Transferor Companies l to 6 are ordered to be dissolved within the meaning of section 394 (1) (iv) of the Companies Act. The Transferor Companies l to 6 and Transferee Company published the notice of the respective petitions in the English News Paper The Statesman, New Delhi dated June 7,2008 and in the Rajasthan Patrika of Jaipur Edition it was published on June 7, 2008. Copies of the publication of notice in the news papers have also been filed. Nobody raised any objection in pursuance to the publication of the notice of these petitions in the news papers. 6. I have heard the learned counsel and the Official Liquidator and scanned the material on record. Official Liquidator's conclusion in the report, is that the affairs of the Transferor Companies l to 6 have not been conducted in a manner prejudicial to the interest of the members and creditors. I have also examined the scheme of amalgamation and found nothing prejudicial to the interest of the Transferor Companies 1 to 6 and Transferee Company. It appears from the record that the Transferor Companies l to 6 are sister concern, out of which Transferor Company No.1, Transferor Company No.2, Transferor Company No.3, Transferor Company No.5 and Transferor Company 6 are having common registered office at F- 1 Govind Marg, Opp. Raja Park Petrol Pump Adarsh Nagar, Jaipur. In view of the fact that the Regional Director and the Official Liquidator have no objection if the transferor companies 1 to 6 are amalgamated with the transferee company. I accordingly sanction the scheme of merger as set out in the company petition. 7. This company petition is accordingly allowed. The scheme of amalgamation filed with the company petition is approved as per the prayer clauses (a) to (c). The Official Liquidator shall be entitled to Rs. 2500/- each from the Transferee company and the Transferor Companies l to 6. (SHIV KUMAR SHARMA )J. Pareek/