1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 84 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 83 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956); And In the matter of the Scheme of Amalgamation and Arrangement of Raymond Apparel Limited and Solitaire Fashions Limited and their respective shareholders and creditors; And In the matter of Raymond Apparel Limited. Raymond Apparel Limited ….. Petitioner/Transferor Company Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for Petitioner. Mr. P. Ramarao, Official Liquidator present in CSP No.84 of 2010. Mr. Gautam Ankhad i/b Shri S..K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J. DATE: 7th May, 2010 P.C. 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation of and Arrangement of Raymond Apparel Limited and Solitaire Fashions Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all the requirements as per directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petition stating that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The present Petition is filed by the Transferor Company. The Counsel for the Petitioner submits that the registered office of Solitaire Fashions Limited, the Transferee Company, is situated at Chennai in the State of Tamil Nadu. The Transferee Company has filed a separate Petition in the High Court of judicature at Madras. The Counsel for the Petitioner states that by an order dated 30th April 2010, the High Court of judicature at Madras has sanctioned the Scheme. 3 6. The Official Liquidator has filed his report stating that the affairs of the Transferor Company i.e. Raymond Apparel Limited has been conducted in a proper manner and that the said company may be ordered to be dissolved. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 84 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g). 9. The Petitioner to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, (O.S) Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 10. The Petitioner to pay costs of Rs. 7500/- to the Regional Director, Western Region, Mumbai and Rs. 7,500/- to the Official Liquidator High Court Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S. J. KATHAWALLA J. )