IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 330 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 277 OF 2010. BILPOWER LIMITED…………Petitioner /Transferor Company. WITH COMPANY SCHEME PETITION NO.331 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 278 OF 2010. BIL ENERGY SYSTEMS LIMITED ………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between BILPOWER LIMITED (the Demerged Company) and BIL ENERGY SYSTEMS LIMITED (the Resulting Company) Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both Petitions. Mr. C. J. Joy and Vishwajit Sawant i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. 1 CORAM: S. J. Kathawalla, J. DATE: 24th September, 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement between BILPOWER LIMITED, the Demerged Company and BIL ENERGY SYSTEMS LIMITED, Resulting Company. The Scheme Provide for the demerger of manufacturing unit at Wada of BILPOWER LIMITED into BIL ENERGY SYSTEMS LIMITED. 3. Counsel appearing on behalf of the Petitioners states 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit the Scheme does not appear to be prejudicial to the interest of shareholders and public. Paragraph 6 of the Affidavit reds as under :- 2 “That the Deponent respectfully submits that, as admitted in Para No. 7.8 of the scheme for the proposed in increase in authorised share capital, the Resulting Company has 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.” 5. So far as paragraph 6 of the Regional Director is concerned, counsel appearing on behalf of the Petitioner Company states that the Transferee Company undertakes 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 . 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 Petitions are made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar High Court, (O.S.) Bombay, with the 3 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. 9. The Petitioner Companies in both the petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4