IN THE HIGH COURT OF JUDICATURE AT BOMBAY VP H ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No. 25 OF 2009 CONNECTED WITH COMPANY APPLICATION No. 1519 OF 2008 The Godavari Sugar Mills Ltd. ... Petitioner (Transferor company) WITH COMPANY PETITION No. 26 OF 2009 CONNECTED WITH COMPANY APPLICATION No. 1520 OF 2008 Godavari Biorefineries Ltd. ... Petitioner (Transferee company) *** Mr. Rajesh Shah i/b Rajesh Shah & Co., for the petitioner. Mr. Neeta Masurkar i/b S. K. Mohapatra, the Regional Director. CORAM: S. J. VAZIFDAR, J. DATED: MARCH 20, 2009. 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 a scheme of arrangement between the transferor/demerged Company and the transferee/ Resulting Company. The scheme is to transfer and vest the Sugar, Power, Chemical & Distillary Business of the transferor Company into the resulting company. The petitioner in - 2 - Company Petition Nos. 25 of 2009 is the transferor Company and the petitioner in the other Company Petition is the resulting company. 3. Counsel appearing on behalf of the petitioner has stated that they have complied with all statutory reuirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed an affidavit stating therein that except what is stated in paragraph 5(viii) the scheme is not prejudicial to the interest of creditors and shareholders and public. The Petitioner undertakes to comply with the requisitions contained in paragraph 5(viii) of the said affidavit. The said undertaking is accepted. 5. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has stated that the - 3 - scheme as proposed is not prejudicial to the interests of the share holders, creditors and the public. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled Company Petition No. 25 of 2009 filed by the Transferor/demerged Companies is made absolute in terms of prayer clauses (a) to (k) and Company Petition No. 26 of 2009 filed by the Transferee/Resulting Company is also made absolute in terms of prayer Clauses (a) and (k). 7. The petitioner Companies to lodge a 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 certified copy and/or an authenticated copy of the order. 8. The Petitioners in Company Petition Nos. 25 of 2009 and 26 of 2009 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 drawn up order is dispensed with. - 4 - 10. All authorities concerned to act on a copy of this order alongwith scheme duly authenticated by the Company Registrar, High Court, Bombay.