1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.433 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.380 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Security Equipment Manufacturers Limited and Gunnebo India Limited and their respective shareholders Gunnebo India Limited. ………..Petitioner Shri Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. M. S. Bhardwaj and Mr. A. R. Varma i/b Shri S. K. Mohapatra for the Regional Director. CORAM : A. M. KHANWILKAR J DATE: 3rd JULY 2009 P.C. 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Security Equipment Manufacturers Limited, the Transferor Company and Gunnebo India Limited, the Petitioner/Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated in para 6 that the transferee company is a foreign company with a holding of more than 95% by the foreign investor (Gunebo AB group). Hence the transferee Company may be directed to file a copy of the scheme along with copy of order of this Court sanctioning the present scheme of arrangement with the Reserve Bank Of India within 30 days of passing of the said order. The counsel appearing for the Petitioner Company undertakes to comply with the said requisition. The Undertaking is accepted. It is further stated that save as except what is stated above the scheme is not prejudicial to the interest of 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. 3 None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a) to (d). 7. The Petitioner Company to lodge 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 from the date of sanctioning of the Scheme of the Transferor Company by the Gujarat High Court. 8. The Petitioners to pay cost of Rs.7500/- to the Regional Director . 9. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)