IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.274 OF 2009 Connected With COMPANY APPLICATION NO.194 OF 2009 JAGADAMBA AUTO- COMPONENTS LTD. ….. Petitioner (Transferor Company) AND COMPANY PETITION NO.275 OF 2009 Connected With COMPANY APPLICATION NO.193 OF 2009 PATODIA FORGINGS & GEARS LTD. ….. Petitioner (Resultant/Transferee Company) In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement of Jagadamba Auto-Components Ltd, (the Transferor Company) AND Patodia Forgings & Gears Ltd, (the Resultant / Transferee Company) 1 Mr. Satyan S. Israni for the Petitioner in both the Petitions Mr. C.J. Joy, i/b S.K. Mohopatra, for the Regional Director in both the Petitions. CORAM:- A. M. Khanwilkar, J. DATED :- 8 th May, 2009 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of Arrangement of Jagadamba Auto-Components Ltd, the Transferor Company and Patodia Forgings & Gears Ltd, the Resultant / Transferee Company, for the demerger of the Forgings Division of Jagadamba Auto-Components Limited (the Demerged / Transferor Company) into Patodia Forgings & Gears Ltd (the Resultant / Transferee Company). 3. The Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of the Creditors, the Shareholders and the Public. 2 5. Upon perusal of the entire material placed 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. 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 No.274 of 2009 filed by the Transferor Company is made absolute in terms of prayers (a) to (j) and Company Petition No.275 of 2009 filed by the Resultant Company is made absolute in terms of prayers (a) to (j). 7. The Resultant / Transferee Company to lodge copy of this order and the 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 authenticated and / or certified copy of the order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 3