1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 266 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 206 OF 2011. Chemical Process Equipments Private Limited ...Petitioner/Demerged Company AND COMPANY SCHEME PETITION NO. 267 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 207 OF 2011. Rajpurohit Projects Private Limited ....Petitioner/Resulting Company In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Chemical Process Equipments Private Limited (‘the Demerged Company’) AND Rajpurohit Projects Private Limited (‘the Resulting Company‘) AND Their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner. Mr. C.J Joy and Mr. D.A Dubey i/b Mr. S.N Chaturvedi for Regional Director in both the Petitions. CORAM: S. J. KATHAWALLA, J. DATE: 8th July 2011 2 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Chemical Process Equipments Private Limited and Rajpurohit Projects Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies 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 undertakes 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 an affidavit in the above Petitions stating that it appears that the Scheme is not prejudicial to the interest of shareholders and the public. 5. 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. 6. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 266 of 2011 is made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition No. 267 of 2011 is made absolute in terms of prayer clauses (a) to (c). 3 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 order. 8. The Petitioners in both Petition, to pay costs of Rs. 10,000/- each to the Regional Director. 9. Costs to be paid within four 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 the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA, J.)