TMI Blog2010 (8) TMI 921X X X X Extracts X X X X X X X X Extracts X X X X ..... r. Janak Dwarkadas, Mr. Virag Tulzapurkar, Senior Counsels with Ms Alpana Ghone and Mr. Ankit Lohia i/b M/s. Rajesh Shah Co., Advocates Mr. C J. Joy with Mr. Vishwajit P Sawant i/b S.K. Mohapatra for Regional Director in all the Petitions. 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956, to the Scheme of Arrangement between Pantaloon Retail (India) Limited ( PRIL or the Demerged Company ) and Future Mall Management Limited ( FMML or the Resulting Company No 1 ) and Future Merchandising Limited ( FML or the Resulting Company No 2 ) and their respective Shareholders and Creditors ( the Scheme ). 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ably to that effect. Hence the First Resulting Company may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act, 1956 while increasing its authorized capital. (b) The Scheme may be approved by this Hon ble High Court subject to the condition that as stated in Clause No. 8.1.6 of the scheme the new shares proposed to be issued by the First Resulting Company are listed in the respective stock exchanges in which the shares of the Demerged Company are listed. (c) The Demerged Company was inspected under section 209A of the Companies Act, 1956 by the Ministry of Corporate Affairs during the year 2007 and pointed out various violations like 259/257/212/310(4 counts)217(2)(a)/217(1)(e)/211(5)(5 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 1 in paragraph 3 of its affidavit has undertaken to comply with the provisions of section 94/97 read with Schedule X of the Companies Act 1956, while increasing its authorised share capital in respect of filing of necessary forms with the Registrar of Companies after payment of necessary fees and stamp duty as applicable on the said forms. The said undertaking is accepted. 7. As regards to the objection at paragraph 6(b) of the Regional Director s Affidavit is concerned, the Resulting Company No. 1 in paragraph 5 of its affidavit has undertaken to list the equity shares, to be issued to the shareholders of the Demerged Company, on the stock exchanges on which the shares of the Demerged Company are listed as mentioned in Clause 8.6 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has now received No Objection Letters from all the said creditors and that copies of all the said letters have been annexed to the Affidavit dated 16th August, 2010 filed by the Demerged Company. 11. 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 has come forward to oppose the Scheme except as mentioned in paragraph 10 herein above. 12. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 338 of 2010, 339 of 2010 and 340 of 2010 filed by the Demerged Company, Resulting Company No 1 and the Resulting Company No. 2 respectively are made absolute in terms ..... X X X X Extracts X X X X X X X X Extracts X X X X
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