1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.266 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 203 OF 2010 Sumeet Facilities Private Limited….Demerged Company AND COMPANY SCHEME PETITION NO. 267 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 204 OF 2010 Unique Delta Force Security Private Limited….Resulting Company 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 Sumeet Facilities Private Limited (“Demerged Company”) and Unique Delta Force Security Private Limited (“Resulting Company”) and their respective shareholders. Mr. .Hemant Sethi i/by Hemant Sethi & Co for the Petitioners. Mr. C. J Joy i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S. J. VAZIFDAR J. DATE: 25th June, 2010 2 PC: 1. Heard learned counsel for the 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 Sumeet Facilities Private Limited (“Demerged Company”) and Unique Delta Force Security Private Limited (“Resulting Company”) and their respective shareholders as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners has 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. Moreover the Petitioners also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an affidavit and has in paragraph 6 stated that: “the Deponent submits that, as per clause 16 of the scheme the name of the Resulting Company is proposed to “Sumeet Delta Force Private Limited” In this connection Resulting Company may be directed to comply with provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies, Mumbai. Save as aforesaid the Scheme does not appear to be prejudicial to the interest of the shareholders and public. 3 5. The Resulting Company undertakes to comply with the requirements of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies, Mumbai. The Undertaking is accepted. 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. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 266 of 2010 and 267 of 2010 are made absolute in terms of prayer clause (a). 7. The Petitioners 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of receipt of the order. 8. The Petitioners in both the Company Scheme Petitions to pay cost of Rs. 10,000/- each to the Regional Director. 9. Costs to be paid within 6 weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR J)