IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.384 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.433 OF 2009 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between Ghodawat Industries (India) Private Limited and Ghodawat Pan Masala Products (India) Private Limited and Ghodawat Agro Private Limited. Ghodawat Industries (India) Private Limited. ...... Petitioner (Demerged/Transferor Company) AND COMPANY PETITION NO.385 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.434 OF 2009 Ghodawat Pan Masala Products (India) Private Limited ..….Petitioner (the First Resulting / Transferee Company) AND COMPANY PETITION NO.386 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.435 OF 2009 Ghodawat Agro Private Limited …..…Petitioner (the Second Resulting / Transferee Company) Mr Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners Mr. C. J. Joy and Mr. S. C. Pal i/b Mr S.K. Mohapatra for Regional Director in all the Company Petitions CORAM: S. J. KATHAWALLA J. DATE : 13th AUGUST, 2009 PC: 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 Ghodawat Industries (India) Private Limited, the Transferor/ Demerged Company and Ghodawat Pan Masala Products (India) Private Limited,the First Resulting/Transferee Company and Ghodawat Agro Private Limited, the Second Resulting/Transferee Company for demerger of FMCG Division including Pan Masala business of Ghodawat Industries (India) Private Limited into 2 Ghodawat Pan Masala Products (India) Private Limited and for demerger of Agro Division of Ghodawat Industries (India) Private Limited into Ghodawat Agro Private Limited. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that “As per clause 25.2 of the scheme, name of GIPL (i.e. Ghodawat Industries (India) Private Limited, the Transferor/Demerged Company) will be and stand changed to Ghodawat Energy Limited and that of GPMPPL (i.e. Ghodawat Pan Masala Products (India) Private Limited, the First Resulting/ Transferee Company) will be and stand changed to Ghodawat 3 Industries (India) Private Limited. In this connection Ghodawat Industries (India) Private Limited and Ghodawat Pan Masala Products (India) Private Limited may be directed to comply with the provisions of Section 20, 21, 31 & 44 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and that the proposed new names will be subject to the availability on the records of the Registrar of Companies, since it would not be systemically possible to reserve names and the names will be allotted to the applicant by the MCA21 software depending upon availability at the time of making of such an application with the office of Registrar of Companies”. 5. The Transferor / Demerged Company and the First Resulting / Transferee Company have filed their respective affidavits where they have given an undertaking that the Transferor/ Demerged Company and the First Resulting / Transferee Company will comply with provisions of Section 20, 21, 31 & 44 of Companies Act,1956 in respect of filing of necessary forms with the Registrar of Companies for change of name. They have also agreed that the new name will be approved subject to the availability of the same 4 on MCA 21 system at the time of making such application. The said undertakings are accepted. 6. Upon perusal of the entire material on record, in my opinion 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. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and the public. 7. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled Company Petition No.384 of 2009, 385 of 2009 and 386 of 2009 filed by the Transferor / Demerged Company and the First Resulting / Transferee Company and the Second Resulting / Transferee Company respectively are made absolute in terms of prayer clause (a) and (b) of the respective Petition. 5 8. The Petitioner Companies to lodge 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 30 days of this Order. 9. The Petitioner in all the Company Petition to pay cost of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 6