1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 125 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 138 OF 2010 Avdel (India) Private Limited ….Petitioner/ Demerged Company AND COMPANY SCHEME PETITION NO 126 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 139 OF 2010 Avfast (India) Private Limited…. Petitioner/ Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956; AND In the matter of the Scheme of Arrangement between Avdel (India) Private Limited (“Demerged Company”) and Avfast (India) Private Limited (“Resulting Company”) and their respective shareholders Mr. Hemant Sethi i/by Hemant Sethi & Co. for the Petitioners. Mr. V.P. Sawant i/b Mr. S.K Mohapatra for Regional Director in both the Petitions. CORAM: S. J. KATHAWALLA J DATE: 9th April, 2010 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 to an amended Scheme of 2 Arrangement between Avdel (India) Private Limited (“Demerged Company”) and Avfast (India) Private Limited (“Resulting Company”) and their respective shareholders for demerger of Commercial Business of Avdel (India) Private Limited into Avfast (India) Private Limited as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners has 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. The said 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 the 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. 6. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 125 of 2010 is made absolute in terms of prayer clauses (a) & (b). Company Petition No. 126 of 2010 are made absolute in terms of prayer clause (a). 7. The Petitioner Companies 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 order. 3 8. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.7500/- each to the Regional Director. 9. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA J)