1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.855 OF 2007 WITH COMPANY APPLICATION NO.698 OF 2007 Divyug Realty Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.856 OF 2007 WITH COMPANY APPLICATION NO.697 OF 2007 Divyug Agricultural & Stud Farm Pvt.Ltd. .. Petitioner Mr.R.M.Vasudeo for petitioner Mr.C.J.Joy i/b. N.D.Sharma for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 2nd May 2008 P.C. . Heard learned Counsel. 2. This is a scheme of arrangement and 2 amalgamation between Divyug Realty Pvt.Ltd. and Divyug Agricultural & Stud Farm Pvt.Ltd. and their respective shareholders and creditors. Petitioner in the petition has pointed out that it is invoking the powers of this Court under section 391 to 394 of the Companies Act for seeking sanction to a scheme which envisages demerger of certain immovable properties of the Divyug Agriculture and Stud Farm Pvt.Ltd. The scheme has been explained with full details from paras 13 onwards of the petition. A copy thereof is also annexed. The requisite statutory compliances have also been made. It has been stated further in the petition that the requisite procedure has been complied with. It has also been stated that no investigation proceedings are pending against the company under sections 235 and 251 of the Companies Act or like. There is no winding up contemplated inasmuch as there are no winding up proceedings pending against the company. 3 3. Copy of the petition and annexures thereto has been duly served on the Regional Director who has filed his affidavit and apart from the reporting to this Court that the scheme does not suffer from any defect nor the shareholders interest or that of the creditors or general public is adversely affected, it is pointed out that accounting treatment in the scheme does not provide for adjustment of "deficit arising out of the transfer of demerged undertaking/immovable property of the demerged company into resulting company". Save and except this, it is reported that the scheme is not prejudicial to the shareholders and/or creditors in any manner. 4. Mr.Vasudeo appearing for petitioner has tendered affidavit of Director of petitioner and he has in para 2.1.1 stated thus:- 4 "2.1: The value of the assets transferred pursuant to the Scheme shall be reduced from the General Reserve of the de-merged company. No other treatment can be given. The reduction in the General Reserve shall be effected integral part of the scheme. I, therefore, submit that the company hereby undertakes to this Hon’ble Court that the Company shall adopt aforesaid treatment viz., "the value of the asset transferred pursuant to the Scheme shall be reduced from the General Reserve of the de-merged company and the reduction of general reserve shall be effected as an integral part of the scheme." 5. In the light of the statement made in the affidavit and that the company having undertaken to this Court that it will adopt treatment as set out in para 2.1.1, the scheme is sanctioned 5 subject to the company adopting the above treatment. 6. Accordingly, both the petition succeed and they are made absolute in terms of prayer clause (a). Cost of R.D. and O.L. quantified at Rs.5000/-. Cost to be paid within four weeks from today. 7. The transferor company to lodge 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 authenticated and/or certified copy of this order. 8. Filing and issuance of the drawn up order is dispensed with. All concerned to act on an authenticated copy of this order. 6 (S.C.Dharmadhikari, J)