1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.396 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.468 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between KTMS Engineering Private Limited(Demerged Company) and KTMS Properties Private Limited(Resulting Company) and Their Respective Shareholders KTMS Engineering Private Limited (Demerged Company) COMPANY PETITION NO.397 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.469 OF 2009 KTMS Properties Private Limited (Resulting Company) Shri Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioners Ms. Heena Shah and Mr. Y. R Mishra i/b Shri S.K Mohapatra for the Regional Director in both the Petitions. 2 CORAM : A. M. KHANWILKAR J DATE: 3rd JULY 2009 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between KTMS Engineering Private Limited(Demerged Company) and KTMS Properties Private Limited, (Resulting Company ) and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated in para 6 that since the Resulting Company is going to increase its capital, it may be directed to comply with provisions of section 96/97 read with schedule-X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and payment of ROC fees and stamp duty as applicable. The counsel appearing for the Resulting Company states that necessary compliances will be done. It is further stated that save as except what is stated above the scheme is not prejudicial to the interest of shareholders and public. 3 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer clause (a). 7. The Resulting Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this Order. 8. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director . 9. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)