1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.110 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.832 OF 2010 Sakun Textiles Industries Private Limited ..Petitioner / Demerged Company AND COMPANY SCHEME PETITION NO.111 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.833 OF 2010 Sakun Textile Exports Private Limited …Petitioner / Resulting Company In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement Between Sakun Textiles Industries Private Limited And Sakun Textile Exports Private Limited And Their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Mr. C.J Joy and Ms. Soma Singh, i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. J. KATHAWALLA, J DATE: 8TH JULY, 2011 P.C.: 1. Heard counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Sakun Textiles Industries Private Limited, ‘the Demerged Company’ and Sakun Textile Exports Private Limited, ‘the Resulting Company and their respective shareholders. 3. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that: “as per clause 11.5 of the scheme, the Authorized Share Capital of the Resulting Company shall stand altered to. Rs.1,10,00,000/- divided into 11,00,000 equity shares of Rs 10/- each. In this connection the Resulting Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. So far as the objection raised in paragraph 6 of the Affidavit of Regional Director is concerned, the Resulting Company through their Counsel undertakes that the Resulting Company will comply with the provisions of Section 94/97 read with Schedule X of the 3 Companies Act, 1956, in respect of filing of necessary filing fees and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.110 of 2011 and Company Scheme Petition No.111 of 2011 are made absolute in terms of prayer clause (a) of the respective Petitions. 8. The Petitioners 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 Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with the Scheme authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA, J)