: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.6 OF 2009 WITH COMPANY APPLICATION NO.1606 OF 2008 Essel Infraprojects Ltd. ....Petitioner WITH COMPANY PETITION NO.7 OF 2009 WITH COMPANY APPLICATION NO.1607 OF 2008 Pan India Network Paryatan Pvt.Ltd. ....Petitioner Ms.Alpana Ghone with Mr.Rajesh Shah i/b M/s.Rajesh Shah & Co. for the Petitioners. Mr.N.S. Bharadwaj i/b Mr.S.K. Mohapatra for the Regional Director. CORAM : S.J. VAZIFDAR, J. DATED : 6TH MARCH, 2009. P.C. : 1. The Petitioners seek sanction of a scheme of arrangement in the nature of a demerger whereby the "Park undertaking" which includes some of the assets of the Petitioner in Company Petition No.6 of 2009 are to be transferred to the resulting company i.e. the Petitioner in Company Petition No.7 of 3009. 2. The procedure has been complied with. There : 2 : is no objection from any of the shareholders or the creditors. The Regional Director however in the affidavit in reply has invited my attention to clause 7.1.3 of the scheme which reads as under :- "7.1.3 The difference being excess of Net Assets Value recorded by the Resulting Company over the amount credited as share capital will be credited to the General Reserve. The shortfall if any shall be adjusted against the Profit & Loss Account of the Resulting Company." . It is submitted that the amount ought to be transferred to the capital reserve and not to the general reserve. 3. This point would require consideration. The matter was therefore to be adjourned due to paucity of time to hear it finally. Ms.Ghone, the learned counsel appearing on behalf of the Petitioners stated that certain difficulties are bound to arise if the scheme is not being implemented within the next two weeks. As a result thereof, the company was willing to amend clause 7.1.3 to comply with the objections raised on behalf of the Regional Director but without prejudice to the Petitioners’ right in this regard viz. to retain clause 7.1.3 as it stands. It is only in view of this urgency that the company is willing to make this amendment subject to its right to seek an : 3 : amendment of the scheme to bring it back in consonance of 7.1.3 as it stands. 4. There is thus no objection to the scheme being sanctioned. 5. In the circumstances, both the Company Petitions are made absolute in terms of prayers (a) to (c) with the modification of clause 7.1.3 to the effect that the said amounts will be transferred to the capital reserve and not to the general reserve. Further the company is at liberty to make an application to amend the scheme to reintroduce clause 7.1.3 as originally proposed. 6. The Petitioner companies to pay costs of Rs.7500/- to the Regional Director. Costs to be paid within four weeks from today. 7. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay.