1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO: 523 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.449 OF 2010 In the matter of Companies Act, 1956(1 of 1956) And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement; Between Bio Green Industries Limited (Demerged Company); And Its Shareholders and Creditors And Bio Green Papers Limited (Resulting Company); M/s. Bio Green Industries Limited,) A Company incorporated under the ) Companies Act, 1956 having its ) Registered office at Kalina Motors ) Compound, Kurla Kalina Road, Near ) Air India Colony, Kalina. Mumbai ) 400 029. ) ...Petitioner Company Mr. Kezer Kharawala, Counsel, i/b R.K. Associates, Advocate for the petitioners. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi, for Regional Director in both the Petition CORAM: S.C. Dharmadhikari J. DATED: 28th January, 2011 2 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 to the proposed Scheme of Arrangement /Demerger between Bio Green Industries Limited (Demerged Company) and its Shareholders and Creditors and Bio Green Papers Limited (Resulting Company). 3. The Registered office of the Resulting Company is situated in the state of Andhra Pradesh. The counsel appearing on behalf of the Petitioner stated that the said Resulting Company has filed it’s petition for sanctioning the said Scheme of Arrangement in the High Court of Andhra Pradesh and that the scheme has been sanctioned by the said court. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and they have field necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6, of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. Paragraph 6 of the Affidavit the Regional Director and has stated that:- “That the deponent further submits that the registered office of the Resulting Company is situated in the state of Andhra Pradesh. Hence the Resulting Company has to file similar petition before the Hon’ble High Court of Andhra Pradesh at Hyderabad for approving the said scheme”. [ 6. The Counsel appearing on behalf of the Petitioner has states that the resulting company had already filed scheme petition before the High Court of Judicature at Hyderabad, Andhra Pradesh and that the said petition has been sanctioned by the said court on 30th November 2010. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 3 8. Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 523 of 2010 is made absolute in terms of prayer clauses (a) and (b). 9. The Petitioner Company to lodge a copy of this order and the Scheme of Arrangement duly authenticated by the Company Registrar, High Court (O.S), Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within 4 weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C. Dharmadhikari J.)