IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 717 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1204 OF 2008 Khatau International Limited …….Demerged Company WITH COMPANY PETITION NO. 718 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1205 OF 2008 Khatau Resorts Private Limited ……..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 Khatau International Limited and Khatau Resorts Private Limited and their respective Shareholders Mr. Rajesh Shah i /b Rajesh Shah & Co. for the petitioners Ms. Poornima Awasthi i/b Mr. S. K. Mohapatra for Regional Director in C.P. No. 717 and 718 of 2008 CORAM: S.A. BOBDE, J. DATE: 19th September, 2008. 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 a Scheme of Arrangement between Khatau International Limited, the Demerged Company and Khatau Resorts Private Limited, the Resulting Company and their respective shareholders for demerger of hospitality undertaking of Khatau International Limited into Khatau Resorts Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interests of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, 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. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 717 of 2008 filed by the Demerged Company and Company Petition No. 718 of 2008 filed by the Resulting Company are made absolute in terms of prayer clauses (a) to (c ) of the respective Petitions. 7. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and /or an authenticated copy of the order. 8. The Petitioners in both the Company Petitions to pay cost of Rs. 7500/- each to the Regional Director. Costs to be paid within four 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, Bombay. (S.A. BOBDE, J.)