IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.673 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1025 OF 2008 In the matter of Sections 391 to 393 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959; AND In the matter of the Scheme of Arrangement between Bharat Shell Limited and Shell Bitumen India Private Limited and Shell India Private Limited and Shell India Marketing Private Limited and their respective shareholders Bharat Shell Limited, a company } incorporated under the provisions of } the Companies Act, 1956 having its } registered office at Powai Plaza, 401-403,} Hiranandani Business Park, Powai, } Mumbai 400 076, Maharashtra } ..Petitioner / First Transferor Company Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha , Dy. Official Liquidator. Mr. C. J. Joy i/b Mr. S. K. Mohapatra for the Regional Director. 1 CORAM : A. M. KHANWILKAR J DATE: 14 th NOVEMBER 2008 P.C.: 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Bharat Shell Limited and Shell Bitumen India Private Limited and Shell India Private Limited, the Transferor Companies and Shell India Marketing Private Limited, the Transferee Company and their respective shareholders. 2. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the 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 statutory requirements, if any, as required under Companies Act, 1956 and the Rules made thereunder. 3. The Registry has received a letter dated 31st October 2008 from M/s Varun Technocrates Private Limited claiming to be one of the unsecured Creditor of Shell Gas (LPG) India Private Limited. The Counsel appearing on behalf of the Petitioner states no such letter has been received by the Petitioner Company and in any event 2 Shell Gas (LPG) India Private Limited has withdrawn from the Scheme. The Company Petition No.674 of 2008 filed by Shell Gas (LPG) India Private Limited was accordingly allowed to be withdrawn by order dated 19th September 2008 and consequential amendments were accordingly made in the present proceedings. 4. The Regional Director has filed his affidavit has stated that the Petitioner Company be directed to file latest financial position. Counsel appearing on behalf of the Petitioner states that affidavit of Shri Vikas Kapoor, Company Secretary of the Petitioner Company affirmed on 18 th October 2008 has been filed thereby placing on record latest audited financial results as at 31st March 2008 and copy thereof has been furnished to the Regional Director. 5. The counsel appearing for the Petitioner states that in so far as second & third Transferor Companies are concerned, the Hon’ble Delhi High Court has sanctioned the Scheme on 16th October 2008 and in so far as the Transferee Company is concerned the Hon’ble Chennai High Court has sanctioned the Scheme on 28 th October 2008. 3 6. The Official Liquidator has filed report stating that the affairs of Petitioner Company has been conducted in a proper manner and that the transferor company may be ordered to be dissolved. 7. 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. 8. There is no objection to the Scheme save and except as stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 9. The Petitioners in both the Companies to pay cost of Rs.7500/- each to the Regional Director and Official Liquidator. Cost to be paid within 4 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, Bombay. (A. M. Khanwilkar J) 4