1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.569 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.500 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement among Doehler India Private Limited and its Equity Shareholders and its 5% Non Cumulative, Non Convertible, Redeemable Preference Shareholders Doehler India Private Limited …….. Petitioner Mr. Atul Damle, Advocate for the Petitioner Ms. Jyotsna Pandhi, i/b Mr. H.P. Chaturvedi for Regional Director CORAM: S. C. DHARMADHIKARI, J DATE: 23RD DECEMBER, 2011 P.C.: 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 Doehler India Private Limited, the Petitioner Company and its 5% Non 2 Cumulative, Non Convertible, Redeemable Preference Shareholders. 3. The Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner 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 stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that: “6. as per clause 8(a) of the scheme, the petitioner company’s authorized share capital stand modified to. Rs.28,00,00,000/- divided into 2,8000,000 equity shares of Rs 10/- each. However the Petitioner Company vide its letter dated 13/12/2011 undertake to increase its authorized share capital from Rs.28 crores to Rs.32 crores after approval of the scheme by the Hon’ble High Court, as this increase in authorized share capital is necessary to accommodate the new equity shares on conversion of existing preference shares. In this connection the Petitioner 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, Pune after payment of necessary filing fee and stamp duty as applicable on the said forms.” 3 5. The Petitioner Company through its counsel undertake 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, Pune after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.569 of 2011 is made absolute in terms of prayer clauses (a) to (c) of the Petition. 8. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 9. The Petitioner 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. 10. The Petitioner in the Petition to pay costs of Rs.10,000/- each to the Regional Director. Cost to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All authorities concerned to act on a copy of this order along with the Scheme authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. C. DHARMADHIKARI, J)