1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.77 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1241 OF 2007 Bhoomika Constructions Pvt. Ltd. ... Petitioners/Transferor Company AND COMPANY PETITION NO.78 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1242 OF 2007 Bhoomika Financial Services Pvt. Ltd. ... Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956); And In the matter of Scheme of Demerger of Investment Division (Bhoomika Constructions Pvt. Ltd.)(BCPL) into Bhoomika Financial Services Pvt. Ltd. (BFSPL) Mr. Mukesh Jain with Mr. Jaswant Khatodiya Advocates for the Petitioner Company. Mr. N. D. Sharma i/b Mr. S. K. Mohapatra For Regional Director in both the Company Petitions. 2 CORAM : A. M. Khanwilkar, J Dated : 14th March, 2008 MINUTES OF ORDER 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 Demerger of “Investment Division” of Bhoomika Constructions Pvt. Limited, the ‘Transferor Company’, into Bhoomika Financial Services Pvt. Limited, the ‘Transferee Company’. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in this Court. However, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Company (Court ) Rules, 1959. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and Public. 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the 3 interest of Shareholders and Creditors and Public. 6. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled, Company Petition No.77 of 2008 is made absolute in terms of prayer clause (a) to (e) and Company Petition No.78 of 2008 is made absolute in terms of prayer clause (a) to (e). 7. The Transferee Company to lodge a 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 obtaining the authenticated and/or certified copy of the Order. 8. The Petitioners in both the Company Petitions to pay costs of Rs.5,000/- each to the “Regional Director’ and the said costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispense with. 10. All concerned authorities to act on a copy of this Order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J)