1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.436 OF 2008 WITH COMPANY APPLICATION NO.612 OF 2008 Raj Petro Specialities Pvt.Ltd...Petitioner In the matter of Scheme of Arrangement between One World Impex Pvt.Ltd. and Raj Petro Specialities Pvt.Ltd. and their respective shareholders. Mr.Rajesh Shah i/b. Rajesh Shah & Co. for petitioners Mr.N.D.Sharma i/b.S.K.Mohapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for the parties. 2. The sanction of the Court is sought under sections 391 to 394 of the Companies Act, 1956 to 2 the Scheme of Arrangement between One World Impex Pvt.Ltd. the demerged company and Raj Petro Specialities Pvt.Ltd., the resulting company and their respective shareholders. 3. Counsel appearing on behalf of the petitioners has stated that they have complied with all requirements as per directions of this 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. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. Upon perusal of the entire material 3 placed on records, 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 has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholdes, creditors and the public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.436 of 2008 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 7. The registered office of the demerged company is situated at Chennai and the sanction of the Court is hence sought subject to the approval of the scheme by the High Court of Judicature at Madras. 4 8. The petitioner company to lodge a 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 certified copy and/or an authenticated copy of the order. 9. The petitioner to pay costs of Rs.5000/- to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)