1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 698 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 658 OF 2010 PANTALOON RETAIL (INDIA) LIMITED …………Petitioner / Transferor Company COMPANY SCHEME PETITION NO 699 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 659 OF 2010 FUTURE VALUE RETAIL LIMITED ………… Petitioner / the Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Arrangement Between Pantaloon Retail (India) Limited (‘the Transferor Company’) And Future Value Retail Limited (‘the Transferee Company’) And their respective Shareholders. Mr. Janak Dwarkadas, Senior Counsel with Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners. Mr.Vineet Naik with Ms.Samit Shukla i/b Naik Paranjape & Co. for the Petitioners. Mr.Vishal Kanade i/b M/s.Solomon & Co. for the Creditor. 2 Mr.Ketan Joshi i/b Mr.S.A. Sawant for the Creditor. Mr.C.J. Joy with Mr. Abhijit Desai i/b H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S.J. VAZIFDAR, J. DATE: 25th MARCH, 2011 PC: 1. Heard learned counsels 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 Pantaloon Retail (India) Limited, the Transferor Company and Future Value Retail Limited, the Transferee Company and their respective Shareholders. The scheme is presented for transfer and vesting of (a) Products Bands and (b) Format Brands forming part of the value Retail Business of Pantaloon Retail (India) Limited to its wholly owned subsidiary, Future Value Retail Limited. 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 undertake to comply with all statutory 3 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 it appears that the scheme is not prejudicial to the interest of the shareholders and public. 5. 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. 6. The creditors who opposed the petition have stated that the matter has been settled between them and the petitioner. Mr.Naik, the learned counsel for the creditors, who had earlier opposed the petition stated that there is a full and final settlement between them and the petitioner. Mr.Naik makes a statement and undertakes on behalf of the petitioner that the equipment has already been despatched as per the agreement between the parties and that the creditor will receive the same in due course. A copy of the despatch list was handed over to the said creditor in Court. 4 In view thereof, both the creditors state that they have no objection to the order being passed. 7. Since all the requisite statutory compliances have been fulfilled, and there is no objection to the scheme from any party, Company Scheme Petition No. 698 of 2010 and 699 of 2010 filed by the Transferor Company and Transferee Company respectively are 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, Bombay with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if applicable, on the same within 60 days from the date of this Order 9. The Petitioner Companies in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 5 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.J. VAZIFDAR, J.)