Lsp IN IN IN THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 641 of 2008 WITH COMPANY APPLICATION NO. 113 OF 2008 Europa Enterprises Ltd. ...Petitioners Mr. E.P. Bharucha, Senior Counsel with Mr. Sarosh Bharucha and Mr. MOhan G. Salian i/b. Gagrats for the Petitioner. Mr. C.J.Joy i/b. S.K.Mohapatra for the Regional Director. Mr. Swayam Chopda, Advocate for the ICICI Bank Ltd. CORAM CORAM CORAM : A.M.KHANWILKAR,J. : A.M.KHANWILKAR,J. : A.M.KHANWILKAR,J. DATED DATED DATED : 24th October, 2008 : 24th October, 2008 : 24th October, 2008 P.C. . Heard Learned Counsel for the parties. 2. The sanction of the Court is sought (u/s. 391 of the Companies Act, 1956) to the Scheme of Compromise between the Europa Enterprises Ltd. and its Debenture holders. 3. Learned Counsel appearing for ICICI Bank Ltd., Trustees for the debenture holders of petitioner company submits that proceedings are pending in this Court between Lloyds Finance and debenture shareholders of Lloyds Finance in which the scheme is likely to be propounded. According to Learned Counsel until the said scheme is sanctioned by this Court, the present scheme 2 cannot be proceeded with. It is not possible to accept this plea. For, the scheme between the Lloyds Finance and debenture holders of Lloyds Finance is in respect of matters between them interse. It has nothing to do with the guarantee offered by Lloyds Finance to the petitioner company. The scheme in that proceedings will have no direct or indirect impact on the issues to be addressed in the present matter. In the circumstances, I find no inhibition in proceeding with the present petition. 4. The Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per the directions of this Court and have filed necessary Affidavit of Compliance in this Court. Moreover, the Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. The Regional Director has filed his Affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders, Creditors 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 3 contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has save mentioned above stated that the Scheme as proposed is not prejudicial to the interest of its Debenture holders, Shareholders, Creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition No. 641 of 2008 filed by the Petitioner Company is made absolute in terms of prayers (a). 8. The Petitioner 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 of certified copy and/or authenticated copy of the Order. 9. The Petitioner to pay the cost of Rs. 7,500/- to the Regional Director. Cost is 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 4 Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. [A.M.KHANWILKAR,J.] [A.M.KHANWILKAR,J.] [A.M.KHANWILKAR,J.]