IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.815 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 810 OF 2007 In the matter of the Scheme of Arrangement and Reconstruction of Sortex Division of the Al-Gyas Rice Sortex Mills Private Limited. BETWEEN In the matter of Al-Gyas Rice Sortex Mills Private Limited AND In the matter of Al-Gyas Exports Private Limited Al-Gyas Rice Sortex Mills Private Limited … Petitioner (Transferor Company) WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.816 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 811 OF 2007 Al-Gyas Exports Private Limited …Petitioner (Transferee Company) Mr. Sanjay Udeshi i/b Sanjay Udeshi and Co. for the Petitioners. Mr. C. J. Joy with Ms. Heena P. Shah i/b Mr. S. K. Mohopatra for R.D. in all Company Petitions. C.P. No. 815 and 816 of 2007 CORAM : A.M. KHANWILKAR J. DATE : 1st February 2008. P.C. 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement and Reconstruction of Al-Gyas Rice Sortex Mills Private Limited (Transferor Company) With Al-Gyas Exports Private Limited (Transferee Company). 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per direction of this court and they have filed necessary affidavits of compliance in the court. However, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956. 4. The Regional Director in his Affidavit has stated 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 not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. 6. The Counsel of the Petitioner Companies informs the Court that the Petitioner shall comply with the provisions of law as upheld by the Court of Law. C.P. No. 815 and 816 of 2007 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 815 of 2007 filed by 2 Transferor Company is made absolute in terms of prayer clauses (A). Company Petition No. 816 of 2007 filed by the Transferee Company is made absolute in terms of prayer clause (A). 8. The Transferee Company 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. 9. The Petitioners in all Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filling and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registry. (A.M. Khanwilkar J.) 3