1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 45 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 14 OF 2011 In the matter of Companies Act 1956(1 of 1956) AND In the matter of Section 391 & 394 read with sections 78 and 100 and other applicable provisions of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Blue Star Electro-Mechanical Limited and its shareholders. Blue Star Electro Mechanical Limited...............Petitioner CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner Ms. Soma Singh, i/b H.P. Chaturvedi for Regional Director. P.C.: 1. Heard the learned counsel for the Petitioner. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Blue Star Electro-Mechanical Limited and its shareholders. 2 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. 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. In paragraph 6 of the said affidavit, the Regional Director has stated that: “That the Deponent further submits that, clause 4.1 of the Scheme provides for adjustment in the Share Premium Account up to maximum to the extent of Rs 115 Crores. However Provisional balance sheet as on 31/10/2010 furnished by the petitioner company along with the petition shows that the available balance in the Share Premium Account of the petitioner company is Rs 96 crores only. Hence it is necessary on the part of the petitioner company to increase its Share Premium Account at least up to Rs 115 crores and is shall be date before the scheme is given effect to. This is for the information of this Hon’ble High Court.” 5. The Petitioner through their Counsel undertakes that necessary steps will be taken for increasing the Share Premium Account upto Rs 115 Crores before the scheme is given effect to. The said undertaking is accepted. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 45 of 2011 is made absolute in terms of prayer clause (a) of the petition. 3 8. The Petitioners 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 applicable , on the same within 60 days from the date of order. 9. The Petitioner to pay cost of Rs.10,000/- to the Regional Director. 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. VAZIFDAR, J)