IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 220 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 59 OF 2011. Great Design Properties Private Limited ...Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO. 221 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 60 OF 2011. Garware Polyester Limited ....Petitioner/Transferee Company 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 Amalgamation and Arrangement of Great Design Properties Private Limited ( “the Transferor Company”) AND Garware Polyester Limited (“the Transferee Company”) AND their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocates in both Petitions. Dr. T. Pandian Official Liquidator in Company Scheme Petition No. 220 of 2011. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. 2 CORAM: S. J. Kathawalla, J. DATE: 17th June 2011 1. Heard 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 Amalgamation and Arrangement of Great Design Properties Private Limited and Garware Polyester Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies 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 undertakes 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 in the above Petitions stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and the public. 5. The Official Liquidator has filed his report in Company Scheme Petition No.220 of 2011 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 3 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, the Company Scheme Petition No. 220 of 2011 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 221 of 2011 is made absolute in terms of prayer clauses (a) to (d). 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 order. 9. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director. Petitioner in Company Scheme Petition No. 220 of 2011 to pay sum of Rs.10,000/- to the Official Liquidator 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 authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. Kathawalla. J.)