COMPANY PETITION No. 20 of 2009 · Rajasthan High Court

Hon'ble Mr. Justice Ajay Rastogi Mr. Amol Vyas, for petitioners Mr. Shashank Sharma for Regional Director Mr. BK Sharma for Official Liquidator. Instant company petition has been filed seeking amalgamation of Arts & Crafts (Jaipur) (P) Ltd, Oriental Buildwell (P) Ltd & Akshat Buildtech (P) Ltd (Transferor Cos.) and Maple Hotels & Resorts (P) Ltd (Transferee Co.) U/s 391 to 394 of Companies Act, 1956 (“Co. Act”). Vide order dt.18/09/2009 passed in Co. Appl. No.35/2009, this Court directed the Transferor Companies to convene separate meetings of the creditors and equity share holders for the purposes of considering and if thought fit, approving with or without modification, the arrangement proposed to be made between Transferor & Transferee Companies. Advertisement of notice to convene meetings were published on 15th October, 2009 in the Hindustan Times, Jaipur Edition and Mehka Co. Pet. 20/09 //2// Bharat, Jaipur Edition.

The affidavits of (i) Janab Intezar Ali for Transferor Co. No.1, (ii) of Shri Shyam Kant Sharma for transferor Co. NO.2 and (iii) of Shri Sandeep Taneja for transferor Co. NO.3 were filed on 28/10/2009 showing publication & dispatch of Notices convening the meetings and also annexed affidavit of Shri Thyagraj Krishnamurthy, Authorized Signatory of aforesaid Transferor Companies. The report of the Chairman of the said meetings convened on 12th November, 2009 about the result whereof, has been filed, from which it appears that the proposed arrangement has been approved unanimously without any modification. Vide order dt.18/12/2009 this Court issued notices to the Official Liquidator and Regional Director (Northern Region) Ministry of Corporate Affairs, PDIL, Bhawan, Sector-1, Noida. In response thereto, the Regional Director has filed an affidavit inter-alia deposing therein that as per Scheme of arrangement, all the employees of Transferor Company shall become employees of Transferee Company without any break & interruption in their services upon sanctioning the Scheme of Amalgamation; and the Transferor Companies may be asked to furnish an undertaking that they Co.

Pet. 20/09 //3// shall comply with the accounting treatment as prescried under Accounting Standard-14. Official Liquidator also filed report stating that as per report of Shri NC Jain Chartered Accountant, he has examined the accounts books and other records; and observed that the affairs of the Transferor companies have not been conducted in a manner prejudicial to the interest of members & creditors. However, nobody raised any objection for the Scheme of arrangement. This Court has considered submissions made by Counsel for petitioners, Regional Director, Ministry of Corporate Affairs and Official Liquidator and with their assistance, examined the material placed on record. Having examined the Scheme of Arrangement, this Court finds nothing prejudicial to the interest of creditors, members of the Transferor Companies. Consequently, company petition is allowed. This Court do hereby sanction the arrangement set forth in para 9 (Part-II) & Schedule appended to the Company petition; and do hereby declare the same to be binding on creditors and equity share holders of the Transferor Companies; and this Court further directs that petitioner-Transferor Companies shall comply with the accounting treatment as Co.

Pet. 20/09 //4// per norms in the accounting Standard AS-14, i.e. “Accounting for the Amalgamation”. The parties to this arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise/arrangement. The order in prescribed Form NO.42 be issued separately by the Registrar as per R.84 of Companies (Court) Rules, 1959. The said Companies may file with the Registrar of Companies a certified copy of this order within 14 days. The Official Liquidator shall be entitled to Rs.5,000/- (Rupees Five thousand) each from the Transferor & Transferee Companies towards misc. expenses. (Ajay Rastogi), J. K.Khatri/p4/