IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 27 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1362 OF 2007 In the matter of Scheme of Arrangement between G. R. Engineering Works Limited and Hariani Holdings Private Limited and their respective shareholders G. R. Engineering Works Limited …….Demerged / Transferor Company WITH COMPANY PETITION NO. 28 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1363 OF 2007 Hariani Holdings Private Limited ……..Transferee Company Mr. Rajesh Shah i /b Rajesh Shah & Co. for the petitioners. Ms. Bharti Mahant with S. K. Mohapatra for R.D. in C.P. No. 27 and 28 of 2008 CORAM: A.M.KHANWILKAR, J. DATE : 15th February, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between G. R. Engineering Works Limited, the Demerged Company and Hariani Holdings Private Limited, the Resulting Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. As per the objection raised by the Regional Director in their Report in para 6 of their Report, the Petitioner through their counsel undertakes that they will comply with the requirement of the provisions of section 17 for alteration of its object clause of Memorandum of Association to do the business of the Demerged Company and also to comply under section 21 for change of name. 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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director has stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 6. The Counsel of the companies informs the Court that the Petitioner shall comply with the provisions of law as upheld by the courts of law. 7. There is no objection to the Scheme save and except as stated in herein above and since all the requisite statutory compliances have been fulfilled, Company Petition No. 27 of 2008 filed by the Transferor/ Demerged Company is made absolute in terms of prayer clauses (a) to (g). Company Petition No. 28 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 8. The Petitioner Companies 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 both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registry. (A. M. Khanwilkar, J.)