IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 270 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 140 OF 2011 BANG OVERSEAS LIMITED …………Petitioner / Demerged Company. COMPANY SCHEME PETITION NO. 271 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 141 OF 2011 THOMAS SCOTT (INDIA) LIMITED …………Petitioner / Resulting Company. In the matter of Scheme of Arrangement between Bang Overseas Limited (‘the Demerged Company’) and Thomas Scott (India) Limited (‘the Resulting Company’) and their respective shareholders. Ms. Alpana Ghone with Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both Petition. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director in C.S.P No. 270 and 271 of 2011 in both Petition. CORAM: S. J. Kathawalla, J. DATE: 22nd July, 2011 PC: 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 Bang Overseas Limited, the Demerged Company and Thomas Scott (India) Limited, the Resulting Company and their respective shareholders for the vesting of Retail Division of Bang Overseas Limited into Thomas Scott (India) Limited. 3. Counsel appearing on behalf of the Petitioners has stated that they 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 also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed Affidavit in the above Petitions stating therein that save and except as stated in paragraphs 6(a) and (b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6(a) and (b) of the said affidavit of the Regional Director in which it is stated that: 2 “(a) Clause 5.2(a) of the Scheme states that the Resulting Company shall to the extent required, increase its authorized share capital in order to issue new equity shares under the scheme. In this connection the Resulting Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (b) In Clause 6.1.3 of the Scheme, it is stated that the deference, being the excess of net value of assets and liabilities of the Retail Division over new equity shares issued by the Resulting Company on Demerger shall be credited to General Reserve Account. In this connection it is respectfully submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Resulting Company.” 6. As far as the contents of paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Petitioner through their counsel undertakes to comply with the provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The undertaking is accepted. 7. So far as the contents of paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Counsel for the Petitioner urged 3 that there is no provision / restriction either under the Companies Act, 1956 or Accounting Standard issued by the Central Government on creation of any particular ‘Reserve’ on Demerger. However, the Resulting Company undertakes to utilize General Reserves, so created, in accordance with applicable provisions of law for the time being in force and appropriate disclosure pertaining to creation of General Reserve shall be made in the financial statement of the Resulting Company for the year ending immediately following the demerger. The said undertaking is accepted. 8. 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 has appeared to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 270 and 271 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions. 10. 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 the order. 4 11. The Petitioners in both the Company Petitions to pay costs of Rs. 10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.J. Kathawalla, J.) 5