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1. This second motion joint Petition has been filed under Sections 39 1(2) & 394 of the Companies Act, 1956 (for short 'Act') by M/s. Select Holiday Resorts Private Limited (hereinafter referred to as 'SHRPL/Petitioner Company—I'), M/s. Select Citywalk Mall Management Company Private Limited (hereinafter referred to as 'SCMMC)/Petitioner Company-Il') and M/s. Select Synergies and Services Private Limited (hereinafter referred to as 'SSSPL/Petitioner Company-Ill'), seeking sanction of the Scheme of Arrangement (for short 'Scheme') whereby it is proposed that the Mall Management Division and Treasury Division (as defined in the• Scheme) of 2011:DHC:7621 SHRPL!Petitioner Company—I, be vested as a going concern in SCMMC/ Petitioner Company-TI and SSSPL/Petitioner Company-Ill, respectively, by way of demerger under Sections 391-394 of the Act. The registered offices of all the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court Details with regard to the date of incorporation of all the Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31St March, 2010 of all the Petitioner 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. - 7. So far as the share exchange ratio is concerned the Scheme provides that: in consideration of vesting of the Mall Management Division pursuant to the Scheme, SCMMC/Petitioner Company-TI shall issue 13,58,200 (Thirteen Lac Fifty Eight Thousand Two Hundred) fully paid equity shares of Rs. 10/- each aggregating to Rs. 1,35,82,000/- (Rupees One Crore Thirty Five Lac and Eighty Two Thousand Only) to the equity shareholders of SHRPL/Petitioner Company-I in proportion of their existing shareholding in SHRPLlPetitioner Company-I as on Record Date to be fixed by SCMIIMC, after the Scheme is made effective; and in consideration of vesting of the Treasury Division pursuant to the Scheme, SSSPL/Petitioner Company-Ill shall issue fully paid up equity shares of Rs. 100/- each, at par or at premium, as the Board of SSSPL/Petitioner Company-Ill and SHIRPL/Petitioner Company-I may determine to the equity shareholders of SFIRPL / Petitioner Company-I in proportion of their existing shareholding in SHRPL / Petitioner Company-I as on Record Date to be fixed by SSSPL after the Scheme is made effective.

8. The Petitioner Companies had earlier filed CA (M) No. 17 of 2011 seeking directions of this C 6urt for dispensation/convening of meetings. Vide order dated 25th January, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Equity Shareholders of all the Petitioner Companies. There is no secured creditor in any of the Petitioner Companies and no unsecured creditor of SCM1MC/Petitioner Company-IT and SSSPL / Petitioner Company-Ill. Further, the Court ordered for convening of meeting of Unsecured Creditors of SI-IRPL/Petitioner Company—I. The aforesaid meeting was convened in accordance with the order of the Court and the Scheme was unanimously approved and agreed to by the creditors who attended and voted at the said Meeting. Copy of the Chairperson's Report has been enclosed with the Petition. All the Petitioner Companies thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 25th March, 2011, notice in the Petition was directed to be issued to the Regional Director, (Northern Region), Ministry of Corporate Affairs. Notice was accepted by Mr. K.S. Pradhan, Deputy Registrar of Companies, on behalf of the Regional Director, Northern Region. Further, it was directed that the copy of the petition be served on the Registrar of Companies at 4'' Floor, IFCI Towers, 61, Nehru Place, New Delhi. Citations were also directed to be published in '.The Statesman' (English, Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition). Affidavit of proof of Publication has been filed on I 91h August, 2011, by the Petitioners confirming the publication of citations in the aforesaid newspapers. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the said Affidavit. In response to the notice issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 13th May, 2011. The Regional Director in his affidavit has submitted that as per Clause 3.[4] of Part-Il and Clause 4.[3] of Part- III of the Scheme, all the employees of the Transferor Company/Demerged Company engaged in Mall Management Division and Treasury Division shall become the employees of the Transferee Company/Resulting Company No. 1 & 2 respectively without any break or interruption in their services upon sanctioning of the Scheme by the Court and that SHRPL/Petitioner Company—I vide its letter dated 2nd May, 2011 has confirmed that no charges will be transferred under the Scheme. No objection has been received to the Scheme from any other party. Mr. Satwinder Singh, learned counsel for the Petitioner Companies, has filed an affidavit on 2 nd September, 2011, confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers. Even today, Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director (Northern Region) states that he has no objection to the present Scheme being sanctioned. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, 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 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, powers and liabilities and duties of Mall Management Division and Treasury Division (as defined in the Scheme) of SHRPL/Petitioner Company—I, be vested as a going concern in SCMMC/ Petitioner Company-IT and SSSPL / Petitioner Company- III, respectively, by way of demerger under Sections 391-394 of the Act. 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. 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. The Petition is allowed in the above terms. E Order Dasti. IhYA SEPTEMBER 05, 2011 rn