: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.410 OF 2008 COMPANY APPLICATION NO.410 OF 2008 COMPANY APPLICATION NO.410 OF 2008 IN IN IN COMPANY PETITION NO.28 OF 2008 COMPANY PETITION NO.28 OF 2008 COMPANY PETITION NO.28 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO.1363 OF 2007 COMPANY APPLICATION NO.1363 OF 2007 COMPANY APPLICATION NO.1363 OF 2007 Hariani Holdings Private Limited ..Applicant Company / (Original Petitioner Co.) Ms.Alpana Ghone a/w Mr.Rajesh Shah i/b M/s.Rajesh Shah and Co. for the petitioner Mr.C.J.Joy for the Regional Director CORAM : ABHAY S. OKA, J. CORAM : ABHAY S. OKA, J. CORAM : ABHAY S. OKA, J. DATE : 11TH APRIL, 2008 DATE : 11TH APRIL, 2008 DATE : 11TH APRIL, 2008 P.C : P.C : P.C : 1. Heard the learned counsel appearing for the applicant and the learned counsel appearing for the Regional Director. 2. The present Company Application has been filed by the applicant for invoking powers of the court under clause (b) of sub section 1 of section 392 of the Companies Act, 1956. By an order dated 15.2.08 passed by this court in Company Petition no.28 of 2008, sanction of the court was granted under section 391 to 394 r/w sections 100 to 103 of the Companies : 2 : Act, 1956 to a Scheme of Arrangement between G.R.Engineering Works Limited (the applicant company), the demerged company and Hariani Holdings Private Limited, the Resulting company and their respective shareholders. The prayer in this application is for change of name and change of the definition of the "appointed date". 3. The learned counsel appearing for the Regional Director submitted that the applicant will have to issue advertisement in two local newspapers advertising the proposed modification. He has placed reliance on order dated 22.02.08 passed by this court in Company Application No.241 of 2008 in Company Petition No.526 of 2006. The learned counsel for the applicant placed reliance on an order dated 11.01.08 in Company application No.12 of 2008 in Company Petition No.588 of 2007 and submitted that considering the proposed amendment, public notice is not at all necessary. 4. The learned counsel for the applicant has invited my attention to the fact that the consent in writing of the shareholders has been annexed to the affidavit in support of the applicant. : 3 : 5. The second objection raised by the learned counsel appearing for the Regional Director is that power under clause (b) of sub section 1 of section 392 can be invoked only if conditions’ provided in sub section 2 of section 392 are satisfied. He submitted that the court has to be satisfied that the compromise or an arrangement sanctioned under section 391 cannot be worked out satisfactorily without modifications. 6. I have carefully considered the submissions. There is a power vested in the court under sub clause (b) of sub-section (1) of section 392 to make modification in the compromise or arrangement as it may be considered necessary for the proper working of the compromise or arrangement. Whether a public advertisement is required to be issued or not will depend upon the facts and circumstances of the case. It will also depend upon the nature of modification sought in the application. It cannot be laid down as an absolute proposition of law that in all cases in which modification is sought under the aforesaid provision, the modification is required to be advertised. 7. The first modification which is sought by the present applicant is as regards change of name. The : 4 : second modification is regarding the definition of the "appointed date". To the affidavit in support, the consent letters of the shareholders have been annexed. Except for the aforesaid two objections, there is no other opposition to the application. 8. Considering the nature of the modification sought, this is not a case where applicant should be directed to advertise especially in the light of the fact that there is a consent of the shareholders in writing. The second objection raised by the learned counsel for the Regional Director cannot be accepted as power under sub section 2 of section 392 is altogether different. By exercising the power under sub section 2, the court can make an order of winding up of the company. The orders of this court which are relied upon by the learned counsel appearing for the parties are passed in peculiar facts and circumstances of the case. 9. This application deserves to be made absolute. Accordingly, application is made absolute in terms of prayer clause (a) to (c). [ABHAY S. OKA, J.] [ABHAY S. OKA, J.] [ABHAY S. OKA, J.]