1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 110 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.118 OF 2008 Chawla Brothers Private Limited ……. Demerged Company WITH COMPANY PETITION NO. 111 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 119 OF 2008 Kamani Oil Industries Private Limited …….Resulting Company. In the matter of scheme of arrangement between Chawla Brothers Private Limited and Kamani Oil Industries Private Limited and their respective shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. C. J. Joy i/b S.K.Mohapatra for Regional Director In C.P. No. 110 and 111 of 2008. CORAM: A.M.KHANWILKAR, J. DATE: 14th March, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between Chawla Brothers Private Limited, the 2 Demerged Company and Kamani Oil Industries Private Limited, the Resulting Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 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 nor 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 public. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.110 of 2008 filed by the Demerger Company is made absolute in terms of prayer 3 clauses (a) to (c). Company Petition No.111 of 2008 filed by Resulting Company is made absolute in terms of prayer clause (a) to (e). 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 all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from the date of the order. 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 the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar, J.)