IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 843 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1281 OF 2008 ANTHEA AROMATICS PRIVATE LIMITED ……. Petitioner / Demerged Company WITH COMPANY PETITION NO. 844 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1282 OF 2008 DRT- ANTHEA AROMA CHEMICALS PRIVATE LIMITED ……..Petitioner / Resulting Company. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with 78,100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Anthea Aromatics Private Limited and DRT- Anthea Aroma Chemicals Private Limited Mr. Rajesh Shah i/b Little & Co. for the petitioners Neeta Masurkar with P. Khosla i/b Mr. S. K. Mohapatra for Regional Director in both Petitions CORAM: A.M. Khanwilkar, J. DATE: 12 th December, 2008. PC: 1. Heard learned 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 ANTHEA AROMATICS PRIVATE LIMITED, the Demerged Company and DRT- ANTHEA AROMA CHEMICALS PRIVATE LIMITED, the Resulting Company, for the demerger and transfer and vesting of the Manufacturing unit of the Transferor Company, located at Plot No. 51-A & 51-A/1 MIDC, Dhatav Village Roha, District Raigad, Maharashtra – 402 116 into DRT- Anthea Aroma Chemicals Private Limited, the Transferee / Resulting Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory 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 Maharashtra Pollution Control Board has filed an affidavit in the registry and in paragraph 3 of the said Affidavit the Board has stated that they have no objection regarding the Petition filed by the Petitioner Company. However, the new management must take legal responsibility for the pending regular case No. 25/2003 and Criminal Revision Application No.13/2008 in respect of Accuse No. 1 Company and for individual liability, the individual accused will be responsible. The Transferor Company has replied to the affidavit of the Maharashtra Pollution Control Board by its affidavit in reply dated 8th December, 2008 and in Paragraph 3 and 4 of affidavit of Petitioner Company states that clause 13 of the proposed Scheme of Arrangement Between ANTHEA AROMATICS PRIVATE LIMITED and DRT- ANTHEA AROMA CHEMICALS PRIVATE LIMITED sufficiently deals with all legal proceeding and sufficiently been taken care in the said Scheme of Arrangement. 5. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interests of creditors and shareholders and public. 6. Upon perusal of the entire material placed on records, 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 has 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, creditors and the public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 843 of 2008 filed by the Demerged Company and Company Petition No. 844 of 2008 filed by the Resulting Company are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and /or an authenticated copy of the order. 9. The Petitioners in both the Company Petitions 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 authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A.M. Khanwilkar, J .)