1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 481 OF 2011 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 435 OF 2011 K R Choksey Retail Private Limited ……….Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 482 OF 2011 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 436 OF 2011 Kisan Ratilal Choksey Shares and Securities Private Limited …….Petitioner/Transferee Company In the matter of Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN K R Choksey Retail Limited AND Kisan Ratilal Choksey Shares and Securities Private Limited AND their respective Shareholders and Creditors Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Mrs. R.N. Sutar, Asst. Official Liquidator present in Company Scheme Petition No. 481 of 2011 Ms. Jyotsna Pandhi, i/b Mr. H.P Chaturvedi for Regional Director in both Petitions. 2 CORAM: S.C. DHARMADHIKARI, J DATE: 14TH OCTOBER 2011 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between K R Choksey Retail Private Limited and Kisan Ratilal Choksey Shares and Securities Private Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory 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 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 paragraphs 6 of the said Affidavit, the Regional Director has stated that: “That the deponent further submits that, clause 11 of the Scheme provides for conversion of the equity share capital of the Transferee Company. In this connection the Transferee Company may be directed to comply with provision of Section 94/97 read with Schedule X of the Companies Act, 1956, 3 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fees and stamp duty as applicable on the said form.” 5. So far as the observations made in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioner/Transferee Company through its Counsel undertakes to comply with the 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 fees and stamp duty as applicable on the said form. The said undertaking is accepted. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 481 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may kindly be ordered to be dissolved. 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. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No 481 of 2011 is made absolute in terms of prayer clauses (a) of the Petition and Company Scheme Petition No. 482 of 2011 is made absolute in terms of prayer clause (a) to (d) of the Petition. 8. The Petitioners to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court 4 (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 order. 9. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Petitioner in Company Scheme Petition No. 481 of 2011 to pay cost of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme and form of Minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.C. DHARMADHIKARI, J)