1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 276 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 269 OF 2010. SCHRODERS INDIA PRIVATE LIMITED. …………Petitioner Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Schroders India Private Limited and the Equity Shareholders of Schroders India Private Limited Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. S. D. Bhosle i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. CORAM: S. J. Vazifdar, J. DATE: 9th July, 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 Schroders India Private Limited and the Equity Shareholders of Schroders India Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated 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. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit inter alia, stating therein that save and expect as stated in paragraph no. 6 the Scheme is not prejudicial to the 2 interest of shareholders and public. The paragraph 6 of the said Affidavit read as under :-. “That the Deponent respectfully submits that, as per clause No.4.2 of the scheme, the shareholders of the petitioner company are Foreign Body Corporate, therefore purchase of their shares by the petitioner company and repayment thereof, the petitioner company has to obtain necessary approval from the Reserve Bank of India. Under the provision of Foreign Exchange Management Act, 1999.” 5. So far as Paragraph 6 of the Regional Director’s report is concerned the Petitioner Company through their counsel undertakes to obtain necessary approval from the Reserve Bank of India for purchase of their shares and repayment thereof, under the provision of Foreign Exchange Management Act, 1999. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove, since all the requisite statutory compliances have been fulfilled. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petitions are made absolute in terms of prayer clauses (a) to (d) 10. 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 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. 11. The Petitioner to pay cost of Rs.10,000/- each to the Regional Director. 12. Filing and issuance of the drawn up order is dispensed with. 3 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)