1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.429 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO.308 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Arrangement of Jainex Aamcol Ltd and its Specified Creditors, who are promoters of the Company viz. Mr. B. Dugar, Mr. R. Dugar, Mr. R. Mazumdar, Mrs. K. Mazumdar, Mr. S Mazumdar and Jainex Foods Pvt. Ltd. Jainex Aamcol Ltd. ) An existing Company incorporated ) And registered under the Companies ) Act VII of 1913 and having its ) Registered office at 405/406, ) Sharda Chambers, ) 15 Sir V. T. Marg, New Marine Lines, ) Mumbai- 400 020 ) .. Petitioner 2 Mr. Gaurav Joshi with Mr. N. Engineer i/b RMG Law Associates, Advocates for the Petitioner. Mr. Shyam Mehta, Sr. Advocate with Mr. C. J. Joy and Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE : 8th December 2011 P.C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Arrangement of Jainex Aamcol Ltd and its Specified Creditors, who are promoters of the Company viz. Mr. B. Dugar, Mr. R. Dugar, Mr. R. Mazumdar, Mrs. K. Mazumdar, Mr. S Mazumdar and Jainex Foods Pvt. Ltd. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of the court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional director has filed an Affidavit stating therein that save and except as stated in paragraph 6 it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, it is stated that: 3 “6. That the Deponent further submits that: (a) The shares of the Petitioner company are listed on Bombay Stock Exchange Limited. Clause 6(d) of the scheme provides that the equity shares of the company issued in terms of this scheme shall be listed on the relevant stock exchange in India, where the existing equity shares of the company are presently listed. The BSE vide its letter dated 29/03/2011 conveyed its ‘No Objection’ to the present scheme of arrangement. However, the said approval of BSE is silent with regard to whether new shares proposed to be issued are having lock-in period for trading and whether individual promoters/directors whose holding is increasing by more than 5% needs to dilute their holding within the time limit as may be prescribed by BSE etc. (b) From the present scheme of arrangement it is observed that, the Promoters/Director’s holding are being increased through Pvt. Ltd. Company in which they have substantial interest i.e. increasing their holding from 46.06% to 74.09%. The promoters holding is sharply increasing at same time public holding is very much diluted. Besides, the Public Financial Institution/Insurance Co. holding is reduced from 26.77% to 12.47% which has a bearing on the management of the petitioner company, and hence as stated in para 6(a), separate approval is required from BSE.” 5. As far as the objection in paragraphs 6(a) and 6(b) of the Affidavit of Regional Director is concerned, the Petitioner by affidavit dated 19th October 2011 in reply to the objection of the Regional Director 4 has set out that the Petitioner had provided all the relevant documents to the Bombay Stock Exchange and after perusal of all the documents, the Bombay Stock Exchange has granted unconditional and irrevocable consent / no objection for the Scheme. The Petitioner is, however, agreeable that the shares allotted to the promoters pursuant to the scheme will be subject to a lock-in period of 3 years as per the applicable SEBI regulations. Therefore, the objection of the Regional Director is taken care of. 6. From the material placed 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. 7. Since all the statutory compliances have been fulfilled, Company Scheme Petition No.429 of 2011 filed is made absolute in terms of prayer clauses (a) to (d). 8. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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. 9. The Petitioner in the Petition to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Petitioner to file a copy of this order alongwith a copy of the Scheme of Arrangement with the Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical 5 copy, within 30 days from the date of issuance of the order by the Registry. 11. Filing and Issuance of drawn up order is disposed with. 12. All authorities concerned to act on a copy of this order alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)