1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO.195 OF 2011 CONNECTION WITH COMAPNY SUMMONS FOR DIRECTION NO.734 OF 2010 Kaycee Industries Limited ...Petitioner AND COMPANY SCHEME PETITION NO.196 OF 2011 CONNECTION WITH COMAPNY SUMMONS FOR DIRECTION NO.735 OF 2010 RDJ Constructions Private Limited ...Petitioner In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between – Kaycee Industries Limited And RDJ Constructions Private Limited And their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Mr. C. J. Joy and Ms. Soma Singh, i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. KATHAWALLA, J DATE: 17TH JUNE, 2011 P.C.: 1. Heard counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Kaycee Industries Limited and RDJ Constructions Private Limited and their respective shareholders. 3. The 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 the shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “That the Deponent further submits that, the Scheme of arrangement is being presented for hiving of certain assets (landed property) of the Demerged Company (Kaycee) to Resulting Company (RJD), a wholly owned subsidiary of Kaycee. As per clause 5.1 of the scheme, on the scheme becoming effective, the Transferee Company shall record the land at zero cost or nominal value (say Rs 1/-) as there would be no consideration for the transfer. However the petitioner companies may be directed to pay the tax liabilities arising out of Capital Gain as applicable in this regard”. 5. The Petitioner through their counsel undertakes that the Petitioner Companies shall pay tax liabilities arising out of Capital Gain, if applicable. The said undertaking is accepted. 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 Company Scheme Petition No.195 of 2011 is made absolute in terms of prayer clause (a) of the Petition and Company Scheme Petition No.196 of 2011 is made absolute in terms of prayer clause (a) of the Petition. 8. The Petitioners 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 in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. 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)