IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.524 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.589 OF 2009 TRACSTAR INVESTMENTS PRIVATE LIMITED …………Petitioner / Demerged Company. COMPANY PETITION NO.525 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.590 OF 2009 OUR OWN PROPERTIES PRIVATE LIMITED …………Petitioner / Resulting Company. In the matter of Scheme of Arrangement between Tracstar Investments Private Limited (‘TIPL’ or ‘the Demerged Company’) and Our Own Properties Private Limited (‘OOPPL’ or ‘the Resulting Company’) and their respective shareholders and creditors. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. C. J. Joy and Mr. P. Khosla i/b Mr. S.K. Mohapatra for Regional Director in C.P. No.524 of 2009 and 525 of 2009 CORAM: S. J. Kathawalla, J. DATE: 24th July, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement between Tracstar Investments Private Limited, the Demerged Company and Our Own Properties Private Limited, the Resulting Company and their respective shareholders and creditors for the transfer of Liquor division of Tracstar Investments Private Ltd into Our Own Properties Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner 2 Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of shareholders and public. 5. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has appeared to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.524 of 2009 and 525 of 2009 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 3 7. The Petitioner Companies 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 30 days from the date of the order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla , J.) 4