IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 916 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.889 OF 2009 ALC INDIA PRIVATE LIMITED ) A Company registered under the ) Companies Act, 1956 having its ) Registered Office at C– 8, Ground Floor, ) Shriram Industrial Estate, ) G. D. Ambekar Marg, Wadala, ) Mumbai – 400031. ) …Petitioner (Transferor Company No.1) In the matter of the Companies Act,1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement and Reconstruction BETWEEN ALC India Private Limited (ALC) AND Topshop Exports Private Limited AND Khyati Realtors Private Limited In respect of:- A. Demerger / Spin off of the Fee Based Business Undertaking of ALC India Private Limited as a going concern into Khyati Realtors Private Limited. B. Merger of Topshop Exports Private Limited as a going concern into Khyati Realtors Private Limited. 2 AND COMPANY PETITION NO. 917 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 890 OF 2009 Topshop Exports Pvt. Ltd. ) Incorporated and registered under the ) Companies Act,1956, having its ) registered office at 13, Shri Niketan, 16, ) Vitthalbhai Road, Vile Parle(W), ) Mumbai - 400056. ) …Petitioner (Transferor Company No.2) AND COMPANY PETITION NO. 918 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 891 OF 2009 Khyati Realtors Private Limited ) A Company registered under the ) Companies Act, 1956 having its ) Registered office at 301, Manek Bhuvan, ) Plot No. 68, 1st Lane Hindu Colony, ) Dadar (E) , Mumbai – 400014 ) ….. Petitioner (Transferee Company) Ms. Kasturi R. Seludkar, Advocate i/b Ms. Sanjay Udeshi & Co, for the Petitoner Mr. C.J. Joy i/b Mr. S. K. Mohapatra, for Regional Director Dr. T. Pandian, Dy. Official Liquidator present in Company Petition No. 917 of 2009. Coram:S.J.Vazifdar J Date: 18th June, 2010 P. C. 1. Heard learned Counsel for the parties 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Demerger/Spin off of the fee based business undertaking of ALC India Private Limited, the Transferor No.1 Company as going concern into Khyati Relators Private Limited, the Transferee Company and Amalgamation/ merger of Topshop Exports Private Limited, the Transferor No.2 Company as going concern with Khyati Relators Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners state that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all the 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 does not appear to be prejudicial to the interests of the shareholders and the public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor No.2 Company have been conducted in a proper manner and that the Transferor No.2 Company may be ordered to be dissolved. 6. 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. 4 7. Since all the requisite statutory compliances have been fulfilled, all the Company Petitions are made absolute in terms of prayer clause (A) of the respective Petition. 8. The Transferor Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 9. The Petitioners in all the Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Petition Nos. 917 of 2009 to pay a sum of Rs. 10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 10. Filling and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar J.)