IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 48 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 25 OF 2010 SANMAN DISTRIBUTORS PRIVATE LIMITED …………Petitioner / Demerged Company. AND COMPANY SCHEME PETITION NO. 49 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 26 OF 2010 LUMINARY PROPERTIES PRIVATE LIMITED …………Petitioner / Resulting Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Sanman Distributors Private Limited and Luminary Properties Private Limited and their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. C. J. Joy with Mr. P. Khosla i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 7th May, 2010. 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 the Scheme of Arrangement between Sanman Distributors Private Limited and Luminary Properties Private Limited and their respective Shareholders, for the 1 demerger and transfer and vesting of “Property Investment Business” currently consisting of Flat No. 317 alongwith furnitures, fixtures, electrical installations, air conditioners and equipments on the 17th floor of Samudra Mahal Premises Co-operative Housing Society Ltd, Dr. Annie Besant Road, Mumbai – 400 018 of Sanman Distributors Private Limited into Luminary Properties Private Limited on a going concern basis. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme dose not appear to be prejudicial to the interest of shareholders and public. 5. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 48 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (h) and Company Scheme Petition Nos. 49 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 2 9. The Petitioner Company 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 the order. 10. The Petitioner Companies in both the petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 3