1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.727 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.710 OF 2010 In the matter of The Companies Act, 1956 (“said Act”) And In the matter of Sections 391(2) and 394 of the said Act; And In the matter of STAR YA KALAKAAR.COM LIMITED And In the matter of Scheme of Arrangement between: Star Ya Kalakaar.Com Limited And Padma Logistic And Khanij Private Limited STAR YA KALAKAAR.COM LIMITED, a Company incorporated under the provisions of the Companies Act, 1956, having its registered office at A-405, Corporate Avenue, Sonawala Road, Goregaon (East), Mumbai 400 063 ) ) ) ) ) ) .. Petitioner Mr. Riyaz I. Chagla with Mr. H.K. Sudhakara i/b Khaitan & Co Advocate for the Petitioner. Mr. N. D. Sharma i/b Mr H. P. Chaturvedi for Regional Director CORAM: S. J. VAZIFDAR J. DATE: 21st April, 2011 P. C: 1. Heard learned counsel for the parties. 2 2. The Sanction of the court is sought under Sections 391(2) and 394 of the Companies Act, 1956 to the Scheme of Arrangement between Star Ya Kalakaar.Com Limited, Demerged Company And Padma Logistic And Khanij Private Limited, the Resulting Company and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per the directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. The 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, it is stated that:- “the Registered Office of the Resulting Company is situated in the State of West Bengal at Kolkata. Hence the present Scheme of Arrangement will be subject to condition of similar approval from the Hon’ble High Court of Kolkata in respect of the Resulting Company. 5. Counsel appearing on behalf of the Petitioner has stated that Resulting Company had filed a petition for obtaining approval the proposed Scheme of Arrangement in the Calcutta High Court and that the said Scheme was sanctioned by the said Court on 8th March, 2011. The statement is accepted. 3 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 has come forward to oppose the scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.727 of 2010 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner 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. 9. The Petitioner to pay costs of Rs.10,000/- 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 authorities concerned to act as on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)