1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.947 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1234 OF 2007 In the matter of Scheme of Arrangement between Precision Valvetrain Private Limited and Precision Camshafts Limited and their Respective Shareholders and Creditors PRECISION VALVETRAIN PRIVATE LIMITED. Transferor Company. WITH COMPANY PETITION NO.948 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1235 OF 2007 PRECISION CAMSHAFTS LIMITED. Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha Dy. O.L., in CP No. 1234 of 2007. Mr. D. A. Dubey i/b S.K. Mohapatra for R.D. in C.P. No. 1234 and 1235 of 2007 CORAM: A.M.KHANWILKAR, J. 2 DATE : 1st February, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 and Section 78 read with Section 100 of the Companies Act, 1956 to the Scheme of Arrangement between Precision Valvetrain Private Limited (“Transferor Company”) and Precision Camshafts Limited (“Transferee Company”) and their Respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act. 4. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 5. The Regional Director has vide Paragraph No. 6(a) of his Affidavit has stated that the Petitioner Company may be directed to furnish an 3 undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted." 6. The Regional Director has vide Paragraph No.6 (b) of his Affidavit has stated that the present Scheme attracts provisions of Section 77A of the Companies Act, 1956 and the Company should have opted for the procedure prescribed by the same. The above objection is overruled in view of the judgment of the Division Bench of this High Court in SEBI vs Sterlite Industries (I) Ltd, 113 COM CAS 273, wherein it was held that introduction of Section 77A does not take away any part of the pre existing jurisdiction of the Company Court to sanction a Scheme involving a buy back and a consequent reduction u /s 100 to 104 and section 391. 7. The Counsel of the companies informs the Court that the Petitioner shall comply with the provisions of law as upheld by the courts of law. 8. There is no objection to the Scheme save and except as stated in para 6(a) and 6(b) and since all the requisite statutory compliances have been fulfilled, Company Petition No.1234 of 2007 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition No. 1235 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (e). 9. The Petitioner Companies to lodge a copy of this order and the 4 Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 10. The Petitioners in all the company petitions to pay cost of Rs.5000/- each to the Regional Director in all the Petitions and to the Official Liquidator by the petitioner in the Petition filed by the Transferor Company. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)