8c19c1e951cc76abf56f0be548e445cd3416202dc8ed31986b442d66054e8f72

1. This second motion joint petition has been filed under Sections V 391 and 394 of the Companies Act, 1956 (for short 'Act') by the petitioner-companies seeking approval/sanction of the Scheme of Amalgamation (for short 'Scheme') of MIS. Panchvati Estates Private Limited (hereinafter referred to as 'Transferor Company') with MIs. Super Mart Two Property Management Services Private Limited (hereinafter referred to as 'Transferee Company') Co. Pet. 11312009 2011:DHC:7634 1-1. The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. The authorised capital of the Transferor Company is Rs. 5,10,000/- (Rupees Five Lakhs Ten thousand Only) divided into 2000 (Two Thousand) Equity Shares of Rs.10/-(Rupees Ten), 1,000 (One Thousand) Equity "A" Shares Shares of Rs. 10/- (Rupees Ten) each and 4,800 (Four Thousand and Eight Hundred) 12% Non- Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each. The issued, Subscribed and Paid-up Share Capital of the Company Rs. 5,05,000/- (Rupees Five Lakhs five Thousand Only) divided 2,000 (Two Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each, fully paid-up, 500 (Five Hundred) Equity "A" Shares of Rs. 10/- (Rupees Ten) each fully paid-up and 4,800(Four Thousand Eight Hundred) 12% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up. (Redeemable on or before 81h December, 2022). The authorised capital of the Transferee Company is Rs. 1,05,01,000/- (Rupees One Crore Five Lakh One Thousand Only) Co. Pet. 11312009 Page2oflo.[9] divided into 8,51,880(Eight Lacs Fifty One Thousand Eight Hundred and Eighty) Equity Shares of Rs. 10/- (Rupees Ten) each, 50,000 (Fifty Thousand) Equity "A" Shares of Rs 1 O/-(Rupees Ten) each and 14,822 (Fourteen Thousand Eight Hundred and Twenty• Two) 12% Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each. The issued, Subscribed and Paid-up Share Capital of the Company is Rs. 12,12,820/- (Rupees Twelve Lakh Twelve Thousand Eight Hundred and Twenty Only)) divided into 33,162 (Thirty Three Thousand One Hundred and Sixty Two)Equity Shares of Rs. 10/- (Rupees Ten) each fully paid-up, 10,000 (Ten Thousand) Equity "A" Shares of RslO/-(Rupees Ten) each fully paidup, 3 000(Three Thousand) 12% Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each fully paid up (Redeemable on or before 5 December 2022) and 4,812 (Four Thousand Eight Hundred and Twelve) 12% Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each fully paid up(Redeemable on or before 81h December, 2022).

5. The copies of the Memorandum and Articles of Association of the Transferor and Transferee Companies have been filed on record. The audited balance sheets, as on 31st March, 2010 of the Transferor and Transferee Companies along with the report of the auditors, have also been filed.

6. A copy of the Scheme has been placed on record. Both petitioner-companies are engaged in the business of Real Estate. One of the main objects as set out in the Memorandum of Association of the Transferor Company is to purchase or otherwise acquire, take on lease or in exchange, hire or otherwise acquire, an interest in any immovable property such as industrial commercial, residential, agricultural or farms lands, plots, buildings, houses, apartments, flats or areas within or outside the limits of Municipal Corporation or other local bodies, anywhere within the Domain of India, to divide the Ir same into suitable plots and to rent or sell the plots to the people for building houses, bungalows, and business premises and to build residential houses and business premises and colonies and rent or sell the same to the public and realize cost. One of the main objects of the Transferee Company as set out in the Memorandum of Association of the Transferee Company is to purchase or otherwise acquire, take on lease or in exchange, hire or otherwise acquire any immovable property (or interest therein) such as industrial, commercial, residential agricultural or farm lands, plots, buildings, houses, apartments, flats or business premises, and to deal in them or let them out, furnished or unfurnished. The learned counsel for the Petitioners submits that if the Scheme is allowed by this Court, it would enable the Transferee Company to consolidate its business operations, achieve greater management focus and provide impetus to the growth of the Transferee Company and maximize the shareholders' value. It is further submitted that the Scheme would bring the various businesses under one legal entity which would be financially stronger facilitate resource mobilization and enable greater operational and financial efficiencies. The Scheme provides that the Transferor and Transferee Companies have no staff, workmen or employee, therefore the issue of employees, if any in the present matter is not relevant. The Appointed Date for the Scheme is 1st April, 2010. This Court vide its order dated 21s' December, 2010 had allowed the first motion being Company Application (Main) No. 227 of 2010 and dispensed with the requirement of convening meetings of the equity shareholders and creditors of the Petitioner Companies. Subsequently vide order dated 4th February, 2011 the said order was modified due to some typographical errors and clerical mistakes. Upon the present second motion being filed, vide order dated 81h March, 2011 this Court had issued notices to the Regional Director, Northern Region and the Official Liquidator attached to this Court. Citations were also directed to be published in the 'The Statesman' (English) and The 'Jansatta' (Hindi) in terms of the Companies (Court) Rules, 1959. Affidavit has been filed on behalf of the Petitioners confirming publication of Citations in the abovesaid newspapers on 18th August,

2011. The copies of the newspaper clippings containing the publications have also been filed along with the said affidavit. The Official Liquidator in its report filed with this Court has confirmed that no complaints have been received against the proposed Scheme from any personlparty interested in the Scheme in any manner. The Official Liquidator has also submitted that the affairs of the Petitioner Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the second proviso to Section 394(1) of the Act. This Court vide its order dated 21st December, 2010 had allowed the first motion being Company Application (Main) No. 227 of 2010. In the said order the Court had stated that the question of swap ratio and share exchange ratio will be considered at the time of the second motion stage. It was further stated that there are several other issues which have been mentioned by the valuer in the valuation report and the same be examined by the Regional Director (Northern Region) and the Official Liquidator. The Regional Director (Northern Region) and Official Liquidator have examined these issues and thereafter filed their respective affidavit/report stating no objection to the present Scheme. In fact, the Regional Director in its affidavit filed with this Court has also confirmed that no complaints have been received against the proposed Scheme from any person!party interested in the Scheme. The Regional Director has not raised any objection to the Scheme proposed by the Petitioner companies. Co. Pet. 11312009 Page 7oflO It Affidavit has also been filed by the Petitioner Companies stating that no objection has been filed by the Regional Director (Northern Region) and the Official liquidator. The affidavit also states that in pursuance to the publication carried out in the newspapers, neither the Petitioner Companies nor their counsel has received any objection from any person to the Scheme for which sanction has been sought from this court. Even today, during the course of hearing Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director (Northern Region) and Mr. Rajiv Bahl, learned counsel for Official Liquidator state that they have no objection to the Scheme being sanctioned. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit/report filed by the Regional Director, Northern Region and 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 Companies will comply with the statutory Co. Pet: 113/2009 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 undertaking, the property, 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 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 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.

18. 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. t.'V.

19. The petition is allowed in the above terms. Order dasti. L--t MANMOIIAN,J SEPTEMBER 08, 2011 rn L