1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.347 OF 2008 WITH COMPANY APPLICATION NO.421 OF 2008 Forbes Marshall Arca Pvt.Ltd.. .. Petitioner Mr.Hemant Sethi i/b.Hemant Sethi & Co. for petitioners Mr.C.J.Joy i/b. S.K.Mohapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Forbes Marshall Arca Pvt.Ltd., the petitioner company and Equity shareholders of Forbes Marshall Acra Pvt.Ltd. 2 2. Counsel appearing on behalf of the petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble 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 thereunder. 3. The Regional Director has filed his affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However, in para 6 of the said affidavit, the Regional Director has stated that the petitioner company may be directed to furnish an undertaking as regards payment of Income Tax/Capital Gain tax or any other tax liabilities arising in respect of such buy back of shares under the scheme of 3 arrangement and to comply with the related provisions of the tax laws applicable to the present scheme of arrangement. 4. Counsel appearing submits that all that is sought is a statement from the petitioner company that the petitioner company must comply with related provision of payment of Income tax / capital gain tax or any other tax liabilities arising in respect of such buy back of shares under the scheme of arrangement and to comply with the related provisions of tax laws applicable to the present scheme of arrangement. He submits that the payment of liabilities of income tax/ capital gain tax or any other tax liabilities will be primarily of shareholders tendering their shares for buy back pursuant to present Scheme of arrangement. He further submits that the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and 4 the public. The sanctioning of the present scheme of arrangement will in any event not prevent the authorities who are implementing the provisions of relevant tax from taking such steps as are permissible under the tax laws with regard to recovery of taxes or scrutiny of transaction of scheme of arrangement in question if it involves any tax liabilities. 5. Upon perusal of the entire material on record, in my opinion 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public. 6. There is no objection to the scheme and 5 since all the requisite statutory compliances have been fulfilled company petition filed by the petitioner company are made absolute in terms of prayer clause (a) to (d) in Company petition No.347 of 2008 filed by the petitioner company. 8. The petitioner in company petition to pay cost of Rs.5000/- to the Regional Director. Cost to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)