1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 480 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 501 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956); And In the matter of the Scheme of Arrangement between Sahu Brothers Private Limited and Jain Sahu Brothers Investment Private Limited and their respective shareholders and creditors And In the matter of Sahu Brothers Private Limited Sahu Brothers Private Limited, ) a company incorporated under the Companies ) Act, 1956 having its registered office at 3rd floor, ) Nariman Point, Mumbai – 400 021, in the State of ) Maharashtra ) Petitioner/ Demerged Company Mr. Ajay Fernandes i/b J. Sagar Associates (Mumbai), Advocates for Petitioner Mr. Anurag Gokhale i/b. Shri. H.P. Chaturvedi for the Regional Director. CORAM : S. J. VAZIFDAR J. DATE: 26th November 2010 2 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Arrangement of Sahu Brothers Private Limited, Petitioner/ Demerged Company and Jain Sahu Brothers Investment Private Limited, the Resulting Company, for the demerger of the Demerged Undertaking as defined therein. 3. The present Petition is filed by the Demerged Company. The Counsel for the Petitioner submits that the registered office of the Resulting Company (Transferee Company) is situated at Dhrangadhra, in the State of Gujarat and that the Petition filed by the said Company is pending for hearing before the said Court. 4. Counsel appearing on behalf of the Petitioner further states that the Petitioner has complied with all the requirements as per directions of this Court and have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petition stating that save and except as stated in para 6, the Scheme does 3 not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the said affidavit reads that – “the Deponent respectfully submits that the Registered Office of the Transferee Company is situated in the State of Gujarat. Hence the present scheme of amalgamation between the Transferor Company and the Transferee Company will be subject to condition of similar approval from the Hon’ble High Court of Gujarat at Ahmedabad in respect of the Transferee Company being obtained”. 5. 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 480 of 2010 is made absolute in terms of prayer clauses (i) to (vi), subject to the Transferee Company obtaining an approval from the Hon’ble High Court of Gujarat at Ahmedabad to the Scheme of Arrangement as stated above. 8. The Petitioner 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 any, on the same within 60 days from the date of order. 4 9. The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. J. VAZIFDAR J.)