1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 203 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 132 OF 2011 PRO-TECH SPORTS AND SAFETY PRODUCTS PRIVATE LIMITED ………Petitioner / Transferor Company/ Demerged Company. COMPANY SCHEME PETITION NO. 204 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 133 OF 2011 SELECTION AGRO PRIVATE LIMITED ………..Petitioner / Transferee Company/Resulting Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of sections 78, 100 to 105 of the Companies Act, 1956. AND In the matter of Scheme of Arrangement between Pro-Tech Sports and Safety Products Private Limited and Selectio Agro Private Limited 2 Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Ms. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. J. VAZIFDAR, J. DATE: 6th May, 2011. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Pro-Tech Sports and Safety Products Private Limited and Selection Agro Private Limited for demerger of the Business Undertaking of Pro-Tech Sports and Safety Products Private Limited into Selection Agro Private Limited. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. 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 have come forward to oppose the Scheme. 3 6. Since all the requisite statutory compliances have been fulfilled, both Company Petitions are made absolute in terms of prayer clauses (a) to (c) of respective Petitions. 7. The Petitioner Company to lodge a copy of this order and the Scheme 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. 8. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 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 along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)