1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 114 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 830 OF 2010 KOTAK GINNING AND PRESSING INDUSTRIES LIMITED .....Petitioner/ Demerged Company AND COMPANY SCHEME PETITION NO. 115 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 831 OF 2010 KOTAK COMMODITY SERVICES 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 Kotak Ginning and Pressing Industries Limited (the Demerged Company) and Kotak Commodity Services Limited (the Resulting Company) Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner in both Petition. Mr. C. J. Joy, i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J. DATE: 6th May, 2011 2 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, the Demerged Company and KOTAK COMMODITY SERVICES LIMITED, the Resulting Compnay and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per 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 said undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. From the material placed 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 has come forward to oppose the Scheme. 3 6. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 114 of 2011 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (c) and the Company Scheme Petition No. 115 of 2011 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 7. The Petitioner Companies 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. 8. The Petitioners in the Company Scheme Petitions Nos.114 of 2011 and 115 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. ( S. J. VAZIFDAR, J. )