1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.434 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.322 OF 2008 Futura Polyesters Limited .. Petitioner WITH COMPANY PETITION NO.435 OF 2008 WITH COMPANY APPLICATION NO.323 OF 2008 Innovassynth Investments Ltd. ... Petitioner Mr.Rishabh Shah i/b. M/s.Crawford Bayley & Co. for petitioner Mr.S.Ramakantha, Dy.O.L. present Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for the parties. 2. The sanction of this Court is sought 2 under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Futura Polyesters Limited, the transferor company and Innovassynth Investments Limited, the transferee company and their respective shareholders. 3. Counsel appearing on behalf of the petitioner companies 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, 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. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However, so far as the objection in para 6 of his affidavit on the issue 3 of increase in authorised share capital is concerned, the petitioner, through their counsel undertakes to comply with the said requisitions. The undertaking is accepted. 5. Upon perusal of the entire material on record, the scheme appears to be fair and are reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme is not prejudicial to the interests of the creditors and the shareholders and the public. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.434 of 2008 filed by the Transferor company is made absolute in terms of prayer clause (a) and Company Petition No.435 of 2008 filed by the 4 transferee company is made absolute in terms of prayer clause (a). 7. The Transferor company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of this order. 9. The petitioners in both company petitions to pay cost of Rs.5000/- 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. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar, High Court, Bombay. 5 (S.C.Dharmadhikari, J)