: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.677 OF 2004 CONNECTED WITH COMPANY APPLICATION NO.200 OF 2004 In the matter of the Companies Act, 1956 : And In the matter of Section 391 of the Companies Act, 1956 ; And In the matter of : Kodak India Limited And In the matter of Scheme of Amalgamation between Kodak India Ltd. and Its Members for the purposes of granting various investment options to all the Equity Shareholders of Kodak India Ltd. holding the said Shares in Kodak India Ltd. Kodak India Ltd. ....Petitioner Mr.Janak Dwarkadas with Mr.P.D. Gandhy i/b Crawford Bayley & Co. for the Petitioner. Mr.R.C. Master with Mr.C.J. Joy i/b T.C. Kaushik for Regional Director, Department of Company Affairs Maharashtra, Mumbai. CORAM : S.J. VAZIFDAR, J. DATED : 7TH OCTOBER, 2004. : 2 : P.C. : 1. This is a Petition for sanction of a scheme of arrangement between the Petitioner Company and its members. The Petition is under Section 391 of the Companies Act, 1956. The purpose of the scheme is enumerated in detail in the Petition and in particular paragraph 10 thereof. The purpose of the scheme is well founded and justified. It is essentially to raise capital in order to finance extensive activities of the Petitioner company. The shareholders have been given three options viz. to opt for preference shares, non-convertible debentures or buy back arrangement with the Company. There is nothing in the scheme that indicates that it is detrimental to the interests either of its members or creditors in any manner whatsoever. All the requisite formalities, notices and meetings have been complied with issued and held. 2. The Regional Director has filed an affidavit dated 7th October,2004. The Regional Director has stated that the scheme is not prejudicial to the interest of the creditors and the shareholders. He has however, stated that the Registrar of Companies has received a complaint from one Dhirendra Gandhi, opposing the proposed scheme stating that the approval : 3 : of the proposed scheme would amount to snatching the rights of the shareholders of the company. The company replied to the complaint, stating that the scheme would afford an opportunity to all the members to liquidate their entire shareholding in respect of their shares at an attractive consideration. The buy back consideration is Rs.450/- per share. 3. There is nothing on record to suggest that the stand of the Petitioner company is unjustified. Inspite of intimation to the said Dhirendra Gandhi, he has not even appeared at the final hearing of this Petition. Moreover, he holds merely 10 equity shares. This is the only objection before the R.O.C. or this Court. In any event, there is nothing to warrant a refusal of the reliefs claimed by the Petitioner. 4. In the circumstances, the Petition is made absolute in terms of prayers (a) to (k). 5. The Petitioner shall pay the costs at Rs.2500/- to the Regional Director. . Certified copy expedited. . All the concerned parties to act on an : 4 : ordinary copy of this order duly authenticated by the Company Registrar / Court Stenographer of this Court.