M/S. Vatika Hospitality Private Limited v. M/s. Vatika Hotels Private Limited

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 3 l't March, 2010 of the Transferor and Transferee Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- 1000 (One Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity Shares of Rs. 100/- (Rupees One Hundred) each held in the Transferor Company. The Petitioner Companies had earlier filed CA (M) No. 102 of 2011 seeking directions of this Court for dispensation/convening the meetings. Vide order dated 3 oth May, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders, Un-secured Creditors of the Transferor and Transferee Companies and <-I directed convening of meetings of Secured Creditors and trade Creditors of Transferor and Transferee Companies under the supervision of this Court. The separate meetings of the Secured Creditors and trade Creditors of the Petitioner Companies were duly convened on 2nd July, 2011 at Hotel Chaupal, 303/2, Delhi Gurgaon Road, Gurgaon (Haryana) - 122001 and Chairpersons appointed by this Court have filed their reports which are on record. As per Chairpersons' reports, the Scheme has been unanimously approved by the Secured Creditors and trade Creditors. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 22nd July, 2011, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Business Standard' (English, Delhi Edition) and 'Business Standard' (Hindi, Delhi Edition). Affidavit of Service and Publication has 41 been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 21st September, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. Pursuant to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information I received, the Official Liquidator has filed his report dated 30 September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. In response to the notice issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 26th September, 2011. Relying on Clause 2.16 of Part-il of the Scheme, he has stated that all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Court. No objection has been received to the Scheme from any other party. Ms. Purva Jam, Authorised Signatory of Transferor and Transferee Companies has filed an affidavit dated 3oth September, 2011 confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers. Even today, during the course of hearing, Mr. Atma Shah, Assistant and Mr. S.B. Gautam, Official Liquidator state that they have no objection to the present Scheme being sanctioned.

15. In view of the approval accorded by the Shareholders and CreditQrs of the Petitioner Companies; affidavit/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner

4 Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the IL Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law.

16. Learned Counsel for the Petitioners states that the Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.

17. The Petition is allowed in the above terms. Order Dasti.

OCTOBER 05, 2011 rn MAN OTTIçr