IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.769 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.825 OF 2010. Hemant Tools Private Limited ........Petitioner/Demerged Company AND COMPANY SCHEME PETITION NO.770 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.826 OF 2010. Jayvik Foresights Innovations and Solutions Private Limited ........ Petitioner/Resulting Company In the matter of the Companies Act, I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between Hemant Tools Private Limited. AND Jayvik Foresights Innovations and Solutions Private Limited. Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner in both the Petitions. Ms.Purnima Awasthi i/b Mr.H.P.Chaturvedi for Regional Director in both the Petitions. CORAM: S.J.VAZIFDAR, J DATE : 25TH MARCH,2011 PC: 1. Heard learned counsel for 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 Hemant 2 Tools Private Limited, the Demerged Company and Jayvik Foresights Innovations and Solutions Private Limited,the Resulting Company for demerger of Investment Division of Hemant Tools Private Limited, the Demerged Company into Jayvik Foresights Innovations and Solutions Private Limited,the Resulting Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake 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 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: “That the Deponent further submits that, as per clause 18 of the scheme, JFISPL (Transferee Company) shall take necessary steps to increase its authorized share capital to enable to issue and allot the shares as provided in clause 6 of the Scheme. In this connection the JFISPL (Transferee 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.” 3 5. The counsel for the Petitioner submits that the Resulting Company undertakes that the Resulting Company shall comply with provisions of Sections 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 ROC fees and Stamp Duty as applicable on the said forms for increase in authorised share capital. 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. There is no objection to the Scheme, save and except as stated in paragraph 4 above, and since all the requisite statutory compliances have been fulfilled, the Scheme of Arrangement deserves to be sanctioned. Hence, Company Scheme Petition No.769 of 2010 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition No.770 of 2010 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 8. 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 this Order. 4 9. The Petitioner in both the Company Scheme Petition to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S. J. VAZIFDAR, J)