1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 267 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 309 OF 2008 In the matter of Scheme of Arrangement between Precision Rubber Industries Private Limited and GDN Rubbers Private Limited and their respective shareholders Precision Rubber Industries Private Limited …….Demerged Company WITH COMPANY PETITION NO. 268 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 310 OF 2007 GDN Rubbers Private Limited ……..Resulting Company Mr. Rajesh Shah i /b Rajesh Shah & Co. for the petitioners. Ms.Heena Shah for Regional Director in C.P. No. 267 and 268 of 2008 2 CORAM: S.C. Dharmadhikari, J. DATE : 6th June, 2008 PC: 1. Heard learned counsel for the 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 Precision Rubber Industries Private Limited and GDN Rubbers Private Limited and their respective shareholders. 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 Company also undertakes 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 an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. So far paragraph 6 of the Affidavit is concerned, the Petitioner through their Counsel undertakes to comply with the requirements of provisions of Section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies. The undertaking is accepted. 3 5. 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 share holders, creditors and the public. 6. There is no objection to the Scheme save and except as stated herein above and since all the requisite statutory compliances have been fulfilled, Company Petition No. 267 of 2008 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (c). Company Petition No. 268 of 2008 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 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. 8. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 4 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. (S.C. Dharmadhikari, J.)