COMPANY PETITON NO. 917 OF 2007 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 917 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1167 OF 2007 In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956; And In the matter of Skylark Rubber Products Limited, a company incorporated under the Companies Act, 1956, having its registered office at Plot No. B-68, Road No. 16, Wagle Industrial Estate (MIDC), Thane, Maharashtra 400 604; And In the matter of the Scheme of Arrangement between Skylark Rubber Products Limited, Stone India Limited and their respective shareholders. 1 COMPANY PETITON NO. 917 OF 2007 Skylark Rubber Products Limited, a company incorporated under the Companies Act, 1956, having its registered office at Plot No. B-68, Road No. 16, Wagle Industrial Estate (MIDC), Thane, Maharashtra 400 604. ) ) ) ) ) … Petitioner/Transfero r Ms. Sowmya Srikrishna and Mr. Tapan Deshpande i/b Amarchand & Mangaldas & Suresh A. Shroff & Co. for the Petitioners. Mr. C.J. Joy with Mr. S. K. Mohapatra for Regional Director. Coram: A.M. Khanwilkar, J. Date: 11th January 2008 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act 1956 to Scheme of Arrangement between Skylark Rubber Products Limited, the Transferor Company, Stone India Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 2 COMPANY PETITON NO. 917 OF 2007 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors. 5. 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 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 interest of creditors and shareholders. 6. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition No. 917 of 2007 filed by the Petitioner/ Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the said Petition, as reproduced below: (a) “that Scheme of Arrangement between Skylark Rubber Products Limited, Stone India Limited and their respective shareholders being Exhibit "G" to the Petition, be sanctioned by this Hon'ble Court so as to be binding with effect from the Appointed Date, as defined in the Scheme on all the shareholders and creditors of the Petitioner Company and the Transferee Company. (b) for an order under Section 394 of the Companies Act, 1956 for transfer and vesting of the Demerged Undertaking of the Petitioner Company to the Transferee Company as set out in the Scheme of Arrangement, being Exhibit "G" hereto, which shall without any further act or deed be demerged from the Petitioner Company and transferred to and be vested in and/or deemed to be transferred to and to be vested in the Transferee Company. 3 COMPANY PETITON NO. 917 OF 2007 (c) for an order under Section 394 of the Companies Act, 1956 for transfer and vesting of certain investments and all loans along with interest accrued thereon as on the Appointed Date of the Transferee Company to the Petitioner Company as set out in the Scheme of Arrangement, being Exhibit "G" hereto, which shall without any further act or deed be demerged from the Transferee Company and transferred to and be vested in and/or deemed to be transferred to and to be vested in the Petitioner Company. (d) with effect from the Appointed Date, all debts, liabilities, duties and obligations of the Petitioner Company in relation to the Demerged Undertaking as set out in the Scheme shall, without any further act or deed be transferred to or deemed to be transferred to the Transferee Company so as to become the debts, liabilities, duties and obligations of the Transferee Company; (e) for an order under Section 394 of the Companies Act, 1956 that all legal and other proceedings (including before any statutory or quasi- judicial authority or tribunal) by or against the Petitioner Company in each case in relation to the Demerged Undertaking whether pending on the Appointed Date or which may be instituted any time in the future, shall be continued and be enforced by or against the Transferee Company after the Effective Date; (f) for an order under Section 394 of the Companies Act, 1956, that permanent employees of the Petitioner Company engaged in the Demerged Undertaking and who are in the employment of the Petitioner Company as on the Effective Date shall become the employees of the Transferee Company in accordance with applicable law and without any breach or interruption of service, as set out in the Scheme; (g) for an order that the Petitioner Company shall within 30 days after the date of sealing of the order to be made herein or within such other time as may be permitted by this Hon'ble Court cause a certified copy and/or the authenticated copy thereof to be delivered to the Registrar of Companies, Maharashtra, Mumbai for registration.” 7. The Transferee Company is registered in the State of West Bengal and the sanction of this court is hence sought subject to the 4 COMPANY PETITON NO. 917 OF 2007 approval of the Scheme by the High Court of Judicature at Calcutta. 8. The Petitioner Company to pay cost of Rs. 5000/- to the Regional Director in the said Petition. Costs to be paid within four weeks from the date of the order. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Registry. (A. M. Khanwilkar, J) 5