IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.767 OF 2008 Connected With COMPANY APPLICATION NO.1082 OF 2008 MOBIL PETROCHEM PVT. LTD. …..Petitioner (Transferor Company) AND COMPANY PETITION NO.768 OF 2008 Connected With COMPANY APPLICATION NO.1083 OF 2008 ITTEFAQ ICE & COLD STORAGE PVT. LTD. …..Petitioner (Resultant 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 Mobil Petrochem Pvt Ltd, (the Transferor Company) AND Ittefaq Ice and Cold Storage Co. Pvt Ltd, (the Resultant Company) AND Panama Petrochem Ltd, (the Transferee Company). Mr. Satyan S. Israni for the Petitioner in both the Petitions 1 Mr. S. Ramakantha, Deputy O.L., in Company Petition No.767 of 2008. Mr. C. J. Joy and Ms. Anamika Malhotra i/b S. K. Mohopatra, for the Regional Director in both the Petitions. CORAM:- A. M. Khanwilkar, J. DATED :- 14 th November, 2008 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 Mobil Petrochem Pvt Ltd, the Transferor Company and Ittefaq Ice And Cold Storage Co. Pvt Ltd, the Resultant Company and Panama Petrochem Ltd, the Transferee Company, for the demerger of the securities investment business of Mobil Petrochem Pvt. Ltd., the Transferor Company into Ittefaq Ice & Cold Storage Pvt. Ltd., the Resultant Company and for the amalgamation of Mobil Petrochem Pvt. Ltd., the Transferor Company (after the aforesaid demerger) with Panama Petrochem Ltd., the Transferee Company. 3. The Counsel for the Petitioners submits that the Registered Office of Panama Petrochem Ltd., the Transferee Company, is situated in the State of Gujarat and the Petition filed by the said Company for the sanction of the proposed scheme is pending before the Hon’ble High Court of Gujarat. Hence, the sanction of this Court is sought subject to the order of the Gujarat High Court. 2 4. 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. 5. 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. 6. The Official Liquidator has filed his report in Company Petition No.767 of 2008 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be dissolved. 7. 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. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.767 of 2008 filed by the Transferor Company is made absolute in terms of prayers (a) to (m) and Company Petition No.768 of 2008 filed by the Resultant Company is made absolute in terms of prayers (a) to (m). The scheme is sanctioned subject to the order to be 3 passed by the Gujarat High Court in the Petition filed by the Transferee Company. 9. The Resultant 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. 10. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Petitioner in Company Petition No.767 of 2008 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.7,500/- towards his costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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.) 4