IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 657 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 840 OF 2008 In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: The Scheme of Arrangement of Arrow Webtex Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at G4, Ground Floor, Clover Classic, North Main Road, Koregaon Park, Pune 411 001 and Arrow Textiles Limited a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 16A, Alli Chambers, 2nd Floor, Nagindas Master Road Fort, Mumbai 400001. Arrow Webtex Limited ..Petitioner / Demerged Company WITH COMPANY PETITION NO. 658 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 841 OF 2008 Arrow Textiles Limited ..Petitioner / Resulting Company Mr. Sanjay Jain and Mr. Kunal Mehra i/wb AZB & Partners for the Petitioner Ms. Heena Shah i/b Mr. S. K. Mohopatra for Regional Director CORAM : S.A. BOBDE DATE : 22ND AUGUST, 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 of Arrow Webtex Limited, “Demerged Company” and Arrow Textiles Limited, “Resulting Company”, whereunder the Textiles Business of the Demerged Company is proposed to be transferred to the Resulting Company by way of a demerger. 3. Counsel appearing on behalf of the Petitioner 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 interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on record, 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.657 of 2008 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (s), and Company Petition No.658 of 2008 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (o). 7. The Petitioner Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purposes 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 Petitions to pay cost of Rs.7,500/- to the Regional Director. Costs to be paid within four weeks form 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.)