-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.482 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.387 OF 2008 In the matter of Section 100 & 391 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Shree Dhootapapeshwar Limited and its shareholders. Shree Dhootapapeshwar Limited : Petitioner Mr.Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioner. Mr.D.A.Dube with S.K.Mohapatra for the Regional Director. CORAM : S.A. BOBDE, J. DATE : 29TH AUGUST, 2008. P.C. Heard learned counsel for parties. 1. The sanction of the Court is sought to a Scheme of Arrangement between the Petitioner and the Equity Shareholders. -: 2 :- 2. In terms of 4.1 of the Scheme, on the Scheme becoming effective, Petitioner shall be purchasing from Eligible Shareholders upto 2,39,590 Equity Shares (or such number of Equity Share which may fall under the category of Eligible Shareholders as on the Record Date) representing 24.48% of the issued, subscribed and paid up Equity Share capital of the Company, which is held by Eligible Equity Shareholders, free and clear of all liens or charges at a price of Rs.17/- (Rupees Seventeen only) per Equity Share of Rs.10/- (Rupees Ten only) each. The modalities are set out in detail in the Scheme. 3. A meeting of the eligible equity shareholders is stated to have been convened in pursuance of the directions of the Court on 28th March 2008. 13 Eligible Shareholders attended the said meeting. The Resolution approving the Scheme and the Special Resolution as required under Section 100 of the Companies Act, 1956 confirming the reduction of equity share capital were approved by all the eligible equity shareholders who cast valid votes. A separate meeting of the Promoter equity Shareholders was held at which requisite resolutions were passed. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements -: 3 :- as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 5. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner to pay cost of Rs.7500/- to the Regional Director. Cost to be paid within 4 weeks. Petitioner to comply with statutory compliances, applicable, if any. 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 the Company Registrar, High Court, Bombay. -: 4 :- (S.A. Bobde, J.)