1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.177 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.161 OF 2008 In the matter of Section 391 & 394 of the Companies Act,1956; And In the matter of Scheme of Arrangement between BUI Private Limited (Demerged Company) and Union Batteries Private Limited (Resulting Company) and their respective shareholders BUI Private Limited. ....(Demerged Company) WITH COMPANY PETITION NO.178 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.162 OF 2008 Union Batteries Private Limited ....(Resulting Company) Hemant Sethi i/by Hemant Sethi & Co. Mr. C. J. Joy with Mr. S.K Mohapatra for R.D in both the Petitions. CORAM: A. M. KHANWILKAR, J. DATE: 28th March 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between BUI Private 2 Limited (Demerged Company) and Union Batteries Private Limited (Resulting Company) and their respective shareholders whereby “Industrial Battery Division” of Demerged Company shall be transferred to the Resulting Company as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and shareholders. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 177 & 178 of 2008 are made absolute in terms of prayer clause (a). 7. The Resulting Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of 3 obtaining the authenticated and/or certified copy of this Order. 8. The Petitioners in both the Company Petitions to pay cost of Rs. 5000/- each to the ‘Pay and Accounts Officer’, Ministry of Corporate Affairs. Costs to be paid within 4 weeks from today. Petitioner to comply with all the statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)