1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 430 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 336 OF 2011 New Chemi Industries Limited ……Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 431 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 337 OF 2011 SC Enviro Agro India Private Limited ………..Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO 432 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 338 OF 2011 Sumitomo Chemical India Private Limited ………..Petitioner/Transferee 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 BEWTEEN New Chemi Industries Limited AND Scott Pharmaceuticals Private Limited AND SC Enviro Agro India Private Limited AND Sumitomo Chemical India Private Limited 2 AND their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in Company Scheme Petition Nos. 430 & 431 of 2011. Mr. C.J. Joy with Mr. Abhijit Desai i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions. CORAM: S.C. DHARMADHIKARI, J DATE: 16TH SEPTEMBER 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between New Chemi Industries Limited and Scott Pharmaceuticals Private Limited and SC Enviro Agro India Private Limited with Sumitomo Chemical India Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake 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 an Affidavit stating therein that save and except as stated in paragraph 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: (a)The Registered Office of the Second Transferor Company is situated in the State of Gujarat. Hence the present Scheme of Amalgamation between the 3 Transferor Company and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Gujarat in respect of Second Transferor Company. (b) The shares of the First and Third Transferor Companies are held by foreign body corporate. Hence the Transferee Company may be directed to comply with the FEMA/RBI Regulations as applicable in respect of allotment of shares to the shareholders of the said Transferor Companies. 5. As far as the first objection in paragraph 6(a) of the Affidavit is concerned, the Counsel for the Petitioner states that the Petition has been filed by the Second Transferor Company with the High Court of Gujarat at Ahmadabad and the Petition is still pending for hearing and final disposal. 6. So far as the second objection of Regional Director in paragraph 6(b) of his Affidavit is concerned, the Petitioner/Transferee Company through their counsel undertakes to comply with relevant provisions of RBI / FEMA Guidelines. The said undertaking is accepted. 7. The Official Liquidator has filed his report stating therein that the affairs of the First and Third Transferor Companies have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 8. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petitions are made absolute in terms of prayer clause (a) of the respective Petitions. 10. The Petitioners 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 order. 11. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition No. 430 of 2011 and 431 of 4 2011 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.C. DHARMADHIKARI, J)