1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 294 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 290 OF 2010 RAJ PETRO SPECIALITIES PRIVATE LIMITED…….. Petitioner / Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Oneworld Impex Private Limited (“Demerged Company”) AND Raj Petro Specialities Private Limited (“Resulting Company” or “petitioner Company”) AND their respective shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Mr. C. J. Joy with Mr. P. Khosla i/b Mr. S. K. Mahapatra for Regional Director in the Petition. CORAM: S.J. KATHAWALLA J. DATE: 24th September, 2010 PC: 1. Heard learned counsel for the party. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Oneworld Impex Private Limited (“Demerged Company”) and Raj Petro Specialities Private Limited (“Resulting Company”) and their respective Shareholders for the demerger of the Hospitality Division of Oneworld Impex Private 2 Limited and reduction of Preference Share Capital of Oneworld Impex Priavte Limited as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Hon’ble 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 there under. The said undertaking is accepted. 4. The Regional Director has filed his affidavit, inter alia, stating therein that save and except as stated in para 6(a) and (b), the scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 the Regional Director has stated that: a) The Registered Office of the Demerged Company is situated in the State of Tamil Nadu. Hence the Demerged Company has to file similar petition before the Hon’ble High Court of Tamil Nadu for approving the said scheme. b) The Resulting Company has prima facie violated the provisions of Section 297, 217(3), 211(3A)/(3C) and 58A of the Companies Act, 1956. In this connection the Resulting Company has filed compounding application for violation of section 297 of the Act. The Registrar of Companies, Mumbai is being directed to examine the violations under section 217(3), 211(3A)/(3C) and 58A of the Companies Act, 1956 further and initiate necessary penal action as per the provision of the Companies Act, 1956. This is for the information of this Hon’ble High Court. 3 5. So far as the objection in paragraph 6 (a) is concerned, the Counsel for the Petitioner states that the Company Petition of the Demerged Company viz. Oneworld Impex Private Limited has already been sanctioned by the High Court of Judicature at Chennai by order dated 22nd July, 2010. 6. So far as paragraph 6 (b) is concerned, the Counsel for the Petitioner submits that the the Petitioner Company has already filed Compounding Application for the said violation under Section 297. So far as other violations are concerned, the Counsel submits that it is always open to the Regional Director/Registrar of Companies to adopt such proceedings in accordance with law with regard to the said violations against the Petitioner Company and its Directors. The Counsel further submits that the said violation does not affect the proposed Scheme of Arrangement. 7. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 294 of 2010 filed by the Petitioner Company are made absolute in terms of prayer clause (a). The Regional Director / Registrar of Companies are at liberty to adopt such proceedings in accordance with law for the aforesaid violations against the Petitioner Company and its Directors and the Petitioner Company and its Directors have right to defend such proceedings in accordance with law. 4 9. The Petitioner Companies 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 receipt of the order. 10. The Petitioner in Company Scheme Petition to pay costs of Rs. 10,000/- to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S.J. KATHAWALLA, J.)