IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 662 OF 2010 Connected with COMPANY SUMMONS FOR DIRECTION NO. 579 OF 2010 AND DESIGNS INDIA LIMITED ….Petitioner (Transferor/Demerged Company) AND COMPANY SCHEME PETITION NO. 663 OF 2010 Connected with COMPANY SUMMONS FOR DIRECTION NO. 580 OF 2010 SUVIDA DESIGNS PRIVATE LIMITED ….Petitioner (Transferee/Resulting Company) In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956. AND In the matter of Scheme of Arrangement between the And Designs Limited WITH Suvida Designs Private Limited 2 Mr. Satyan S. Israni, Advocate for the Petitioner in both the Petitions. Mr. N. D. Sharma, i/b. H. P. Chaturvedi, for Regional Director in both Petitions. CORAM: S. C. DHARMADHIKARI, J. DATED: 2nd December, 2011 P.C.: 1) Heard learned Counsel for the parties. 2) The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to a Scheme of Arrangement between And Designs India Limited, the Transferor/Demerged Company with Suvida Designs Private Limited, the Transferee/Resulting Company. 3) The Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 3 4) The Regional Director has filed his Affidavit stating therein that, it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5) 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 have come forward to oppose the Scheme. 6) Since all the requisite statutory compliance have been fulfilled, Company Scheme Petition No. 662 of 2010 filed by the Transferor/Demerged Company is made absolute in terms of prayers (a) to (j) and Company Scheme Petition No. 663 of 2010 filed by the Transferee/Resulting Company is made absolute in terms of prayers (a) to (j). 7) The Transferee/Resulting Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the order. 8) Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of 4 Companies, electronically, alongwith E-Form No.21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 9) Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 10) Filing and issuance of the drawn up order is dispensed with. 11) All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI, J.)