1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.552 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.669 OF 2009 Saawariyaa Properties Private Limited ….Petitioner/Demerged Company AND COMPANY PETITION NO.553 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.670 OF 2009 You and Me Trading 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 Saawariyaa Properties Private Limited (‘Demerged Company’) and You and Me Trading Private Limited (‘Resulting Company’) and their respective shareholders Shri Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Mr. C. J. Joy, Mr. N. R. Prajapati and Mr. Rajendra Kumar i/b Shri S..K. Mohapatra for the Regional Director in both the Petitions. CORAM : S. J. KATHAWALLA J DATE: 31ST JULY 2009 P.C Heard the learned counsel for parties. 2 1. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Saawariyaa Properties Private Limited, (‘Demerged Company’) and You and Me Trading Private Limited (‘Resulting Company’) and their respective shareholders. 2. The Scheme of Arrangement is presented for vesting of the ‘Investment Division’ of the Demerged Company into the Resulting Company as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.552 of 2009 & 553 of 2009 are made absolute in terms of prayer clause (a). 3 7. The Transferee/Resulting Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days from the date of order. 8. The Petitioners to pay cost of Rs.7500/- each to the Regional Director. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S. J. KATHAWALLA J)