1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1051 OF 2008 COMPANY PETITION NO.1051 OF 2008 COMPANY PETITION NO.1051 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO.1634 OF 2008 COMPANY APPLICATION NO.1634 OF 2008 COMPANY APPLICATION NO.1634 OF 2008 In the matter of Companies Act. 1956 (I) of 1956 ; And In the matter of section 391 to 394 read with Section 78,110 to 103 of the Companies Act, 1956. Fashions Brands (India) Pvt.Ltd ..Petitioner Company with COMPANY PETITION NO.1052 OF 2008 with COMPANY PETITION NO.1052 OF 2008 with COMPANY PETITION NO.1052 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO.1635 OF 2008 COMPANY APPLICATION NO.1635 OF 2008 COMPANY APPLICATION NO.1635 OF 2008 Major Brands (India) Private Limited .. Petitioner Company Mr.Rajesh Shah i/b M/s Rajesh Shah & Co for Petitioner Ms.Heena Shah i.b.Mr.S.K.Mohapatra for Regional Director CORAM : S.J.Vazifdar, J CORAM : S.J.Vazifdar, J CORAM : S.J.Vazifdar, J DATED : 13th February, 2009 DATED : 13th February, 2009 DATED : 13th February, 2009 P.C. 1. The petitioners seek sanction to the scheme of demerger in respect of Identified Retail Division of the transferor company i.e.Petitioner in Company Petition No.1051 of 2008. The said division will merge with the resulting company namely Petitioner in Company Petition No.1052 of 2008. 2. The petitioners have complied with all requirements as per directions of this Court. 2 The Petitioner companies also undertake to comply with all statutoty requirements if any,as required under the Companies Act, 1956 and the Rules made thereunder. 3. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 4. The Scheme is fair and reasonable. There is nothing on record which disentitles the petitioners to the reliefs claimed. 5. In the circumstances, each of the petitions is made absolute in terms of prayer clauses (a) to (c). 6. The Petitioner Companies to lodge a copy of this order and the 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 to pay cost of Rs.7500/- each to the Regional Director Costs to be paid within four weeks from today. 3 8. Filing and issuance of the drawn up order is dispensed with. 9. All concerned authorities to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay.