1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 18 OF 2008. CONNECTED WITH COMPANY APPLICATION NO. 1218 OF 2007 Scheme of Arrangement between S. KUMARS NATIONWIDE LIMITED and BRANDHOUSE RETAILS LIMITED and their respective shareholders S. KUMARS NATIONWIDE LIMITED ............ Transferor Company. WITH COMPANY PETITION NO. 19 OF 2008. CONNECTED WITH COMPANY APPLICATION NO. 1219 OF 2007 BRANDHOUSE RETAILS LIMITED ......Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. C. J. Joy with Ms. Anamika Malhotra i/b S.K. Mohapatra for R.D. In all matter. CORAM: A.M.KHANWILKAR, J. DATE : 22nd February, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the 2 Companies Act, 1956 to a sanctioning the Scheme of Arrangement between S. KUMARS NATIONWIDE LIMITED, the Transferor Company and BRANDHOUSE RETAILS LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956. 4. 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. As per the objection raised by one of the Unsecured Creditor by his letter dated 16th day of February, 2008 forwarded to this Court by speed post, the advocate for the Petitioner has filed an Affidavit in Reply dated 21st day of February, 2008 stating that the dues of the said Creditor has been settled and that the said Creditor has withdrawn his objection and has given consent to the proposed Scheme. Save and except as stated herein above, 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 share holders or creditors and the public . 5. There is no any other objection to the scheme since all the requisite statutory compliances have been fulfilled, Company Petition No. 18 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (k) and Company Petition No. 19 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 6. The Petitioner Companies to lodge a copy of this order and the 3 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 . 7. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)