IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.543 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.464 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956; AND IN THE MATTER of Geometric Limited; AND IN THE MATTER of Scheme of Arrangement between Geometric Limited and its Shareholders. Geometric Limited, a Company ) incorporated under the Indian ) Companies Act, 1956 Having its ) Registered Office at Plant 6 ) Pirojshanagar, Vikhroli (West), ) Mumbai 400 079 ) ……. Petitioner Company Mr. Venkatesh Dhond alongwith Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioner Mr. D. A. Dubey with A. R. Varma i/b Mr. S.K. Mohapatra for Regional Director. CORAM: S.J. KATHAWALLA, J. DATE: 12th August, 2009 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Geometric Limited and its Shareholders. 3. Counsel appearing on behalf of the Petitioner Company 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, the Petitioner Company also undertakes to comply with all the 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 save and except as stated in Para 6, it appears that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that as per clause 10 of the Scheme, an Investment Reorganization Reserve shall be created by transfer from the Securities Premium Account, General Reserve Account and Profit & Loss Account to the extent mentioned therein. The balance left over in the Investment Reoganization Reserve Account after write- off such as diminution in the value of investments, impairment losses and of intangible assets account, shall be transferred to General Reserve as per clause 10(v) of the Scheme. This amounts to indirect transfer from Securities Premium Account to General Reserve which may be utilized for payment of dividend. Therefore, the Regional Director has directed the Petitioner to transfer back the un-utilized balance of Investment Reorganization Account. 5. The Petitioner Company has submitted an undertaking to the Regional Director vide their letter dated 05th August, 2009 that the unutilized balance of Investment Re-organization Account shall be transferred back. The said undertaking is accepted. In view thereof, the clause 10(v) of the Scheme stands modified to that extent. 6. Upon perusal of the entire material 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 have come forward to oppose the Scheme. Moreover, The Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and the creditors and public and the affairs of the Petitioner Company has been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.543 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (f). 8. The Petitioner in the Company Petition to pay cost of Rs.7500/- to the Regional Director, Western Region, ministry of Corporate Affairs, Mumbai. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. S.J. KATHAWALLA, J.