JUDGMENT : SUDERSHAN KUMAR MISRA, J. 1. This joint petition has been filed under Sections 391(1) to 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Arrangement between Bhabani Pigments Private Limited (hereinafter referred to as the demerged company) and Bhabani Realty Private Limited (hereinafter referred to as the resulting company). 2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court. 3. The demerged company was incorporated under the Companies Act, 1956 on 4th October, 1993 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The resulting company was incorporated under the Companies Act, 2013 on 19th November, 2014 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the demerged company is Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,42,50,000/- divided into 14,25,000 equity shares of Rs.10/- each. 6. The present authorized share capital of the resulting company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. 7. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record with the joint application, being CA(M) 75/2015, earlier filed by the petitioners. The audited balance sheet, as on 31st March, 2014, of the demerged company had also been filed. It has been submitted by the petitioners that since the resulting company has been incorporated only recently and has not started any business operations, no accounts has been prepared for the resulting company. 8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted by the petitioners that the Scheme, inter-alia, provides for transfer of assets and liabilities of the demerged company as described in Annexure-I of the amended Scheme of Arrangement to the resulting company. It is submitted by the petitioners that the Scheme, inter-alia, provides for transfer of assets and liabilities of the demerged company as described in Annexure-I of the amended Scheme of Arrangement to the resulting company. It is claimed that the proposed arrangement will enable the demerged company to concentrate on growing, developing and enhancing efficiencies of its different segments, organic and inorganic pigments and enable the resulting company to concentrate on growing, developing and enhancing efficiencies of its real estate business. It is further claimed that the proposed arrangement will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their business. 9. So far as the share exchange ratio is concerned, the amended Scheme of Arrangement provides that, upon coming into effect of this Scheme, the resulting company shall issue and allot equity shares to the shareholders of the demerged company in the following ratio: “1,29,08,204 equity shares of Rs.10/- each fully paid up of the resulting company shall be allotted to the demerged company equal to an amount of book value of assets transferred by the demerged company.” 10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner companies. 11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 24th November, 2014 have unanimously approved the proposed Scheme of Arrangement. Thereafter, the Board of Directors of the demerged and resulting companies in their separate meetings held on 7th November, 2015 approved certain amendment in the earlier Scheme and approved the amended Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 75/2015 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Arrangement. 12. The petitioner companies had earlier filed CA (M) No. 75/2015 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Arrangement. Vide order dated 25th May, 2015 this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders, secured and unsecured creditors of the demerged company and equity shareholders of the resulting company, there being no secured or unsecured creditor of the resulting company, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 1st July, 2015, notice in the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in 'Business Standard' (English) and (Hindi) editions. An affidavit has been filed by the petitioners showing compliance regarding publication of citations in the aforesaid newspapers on 2nd November, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 14. Thereafter, vide CA No. 3590/2015, petitioners sought to place on record the amended Scheme of Arrangement. It has been submitted by the petitioners that the Board of Directors of the petitioner companies and their shareholders have considered not to demerge the office building and commercial building of the demerged company at Okhla Industrial Estate and Chemtex House, Hiranandani Garden, Powai Mumbai respectively to the resulting company and as a consequence sought to amend the earlier Scheme of Arrangement by deleting those properties. It is further submitted that the said amendment is duly approved by the Board of Directors of the petitioner companies as well as by their shareholders. Copies of the board resolutions approving the amended Scheme along with the consents of the shareholders have been placed on record. The said application was allowed vide order dated 4th May, 2016 and the amended Scheme of Arrangement along with the relevant Board Resolutions is taken on record. 15. In response to the notices issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd May, 2016. The said application was allowed vide order dated 4th May, 2016 and the amended Scheme of Arrangement along with the relevant Board Resolutions is taken on record. 15. In response to the notices issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd May, 2016. Although the Regional Director has not raised any objection to the proposed Scheme, but in para 8 of his report he has stated that the Board of Directors of the petitioner companies have approved the earlier Scheme and the amended Scheme in their meetings held on 24.11.2014 and 07.11.2015 respectively. Accordingly, in terms of provisions of Section 117(3) read with 179(3) of the Companies Act, 2013, the companies are required to file such resolution (e-form MGT-14) with the ROC within 30 days of passing the resolutions whereas none of the companies have filed the said resolutions so far thereby prima facie violated the provisions of Section 117(3) of the Companies Act, 2013. 16. In response to the aforesaid observation of the Regional Director, learned counsel for the petitioners have submitted that necessary e-form MGT-14 has been filed on the website of the Ministry of Corporate Affairs on 04.05.2016 and a copy of the same has also been furnished to the Assistant Registrar of Companies in the Court, who states that in view of the same, she does not have any further objections. In view of the above, the observation made by the Regional Director stands satisfied. 17. No objection has been received to the Scheme of Arrangement from any other party. The petitioner companies, in the affidavit dated 16th November, 2015 of Mr. Ashish Middha, counsel of the petitioner companies have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 2nd November, 2015. 18. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Arrangement and the affidavit filed by the Regional Director, Northern Region not raising any objection to the proposed amended Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the amended Scheme of Arrangement. Consequently, sanction is hereby granted to the amended Scheme of Arrangement annexed with CA 3590/2015 under Sections 391 and 394 of the Companies Act, 1956. Consequently, sanction is hereby granted to the amended Scheme of Arrangement annexed with CA 3590/2015 under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2014, the demerged undertaking of the demerged company shall stand merged in the resulting company. 19. The Assistant Registrar of Companies appearing for the Regional Director prays that costs of at least Rs.50,000/- should be paid by the petitioners keeping in view the fact that the matter has involved examination of extensive records and also prioritized hearings. Learned counsel for the petitioner company states that the same is acceptable to him. As already directed vide order dated 04.05.2016, the petitioners shall deposit a sum of Rs.50,000/- by way of costs with the Common Pool Fund of the Official Liquidator. 20. The petition is allowed in the above terms.