-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.478 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.625 OF 2008 In the matter of the Companies Act, 1956 (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 Paragon Textile Mills Private Limited and Paragon Fabrics Private Limited and their respective shareholders. Paragon Textile Mills Private Limited .. Demerged Company AND COMPANY PETITION NO.479 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.626 OF 2008 Paragon Fabrics Private Limited .. Resulting Company Mr.Hemant Sethi i/b.Hemant Sethi & Co., for the -: 2 :- petitioners. Mr.N.D.Sharma with Mr.S.K.Mohapatra for R.D. in both the Petitions. CORAM : S.A.BOBDE, J. DATE : 25th July, 2008. P.C. 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Paragon Textile Mills Private Limited and Paragon Fabrics Private Limited and their respective shareholders as more particularly set out in the Scheme. 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 only objection raised by the Regional Director is that, as per Clause 7 of the Scheme, that with effect from the effective date the name of the Resulting Company shall be changed from ‘Paragon Fabrics Private Limited’ to ‘Paragon Textile Mills Private Limited’ and also the name of the demerged Company shall be changed from ‘Paragon Textile Mills Private Limited’ to ‘Paragon Enterprises -: 3 :- Private Limited’. In this connection the Demerged Company and the Resulting Company may be directed to comply with statutory compliances. Counsel appearing for the Petitioners states that necessary statutory compliances will be made. Save as aforesaid the Scheme is not prejudicial to the interest of members and creditors. 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 Petition No.478 of 2008 and 479 of 2008 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 and/or certified copy of this Order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to -: 4 :- be paid within 4 weeks from today. Petitioner to comply with all the statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.A. Bobde, J.)