1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 268 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 243 OF 2010 THE MOBILESTORE LIMITED…..Petitioner / Demerged Company WITH COMPANY SCHEME PETITION NO. 269 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 244 OF 2010 THE MOBILESTORE SERVICES PRIVATE LIMITED…….. Petitioner / Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between The MobileStore Limited (“Demerged Company”) AND The MobileStore Services Private Limited (“Resulting Company”) AND their respective shareholders. 2 Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mrs. Purnima Awasthi i/b Mr. S. K. Mahapatra for Regional Director in both the Petitions. CORAM: S.J. VAZIFDAR J. DATE: 16th July, 2010 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 The MobileStore Limited and The MobileStore Services Private Limited and their respective Shareholders for demerger of ‘Cash & Carry’ Business of The MobileStore Limited into The MobileStore Services Private Limited as more particularly set out in the Scheme. 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 Companies also 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 affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. Upon perusal of the entire 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 any public policy. One of the party M/s Xpertz Advetising, Events and Promotions, Ahmedabad being the unsecured creditor of 3 Demerged Company has filed an Affidavit dated June 14, 2010 in the Hon’ble High Court to oppose the Scheme. However, the concern and claims of the said creditor has been taken care of and the said creditor vide its letter dated 15th July, 2010 has furnished its no objection to the Scheme of Arrangement between The MobileStore Limited and The MobileStore Services Private Limited. 6. There is no other objection to the Scheme and since all the requisite statutory compliances have been fulfilled; Company Scheme Petition No. 268 of 2010 and Company Scheme Petition No. 269 of 2010 filed by the Petitioner Companies are made absolute in terms of prayer clause (a) of the respective Petitions. 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 60 days from the date of order. 8. The Petitioners in both the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director. Costs to be paid within six weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S.J. VAZIFDAR J.)