1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 485 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 648 OF 2008 ASIA PUBLISHING HOUSE PRIVATE LIMITED …Petitioner /Demerged/ Transferor Company. WITH COMPANY PETITION NO. 486 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 649 OF 2008 DHARAMBIR MANOHARLAL PRIVATE LIMITED …Petitioner / Resulting/ Transferee Company. In the matter of the 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 Asia Publishing House Private Limited and Dharambir Manoharlal Private Limited and their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. C. Joy with S.D. Bhosale i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 485 of 2008 and 486 of 2008. 2 CORAM: S. A. BOBDE, J. DATE : 12th SEPTEMBER, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to the scheme of Arrangement presented under Sections 391 to 394 of the Companies Act, 1956 between Asia Publishing House Private Limited and Dharambir Manoharlal Private Limited and their respective shareholders for the demerger and transfer and vesting of the Investment Division of ASIA PUBLISHING HOUSE PRIVATE LIMITED, Demerged/Transferor Company into DHARAMBIR MANOHARLAL PRIVATE LIMITED, Resulting/ Transferee Company, on a going concern basis. 3. Counsel appearing on behalf of the Petitioners has stated 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 Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and the public. 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of 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. 485 of 2008 3 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No. 486 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 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 all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director in both the Petitions. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.)