1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 7 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1299 OF 2009 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement of Abhijeet Infrastructure Limited and its shareholders Abhijeet Infrastructure Limited ……………......Petitioner CORAM: S. C. DHARMADHIKARI, J DATE: 11TH FEBRUARY 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner Mr. C.J. Joy with Mr. Vishwajit Sawant, i/b H.P. Chaturvedi for Regional Director. P.C.: 1. Heard the learned counsel for the Petitioner. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Abhijeet Infrastructure Limited and its shareholders 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In 2 paragraph 6 of the said affidavit, the Regional Director has stated that: “That the Deponent further submits that, Clause 6.1 of the Scheme provides for transferring of excess value of the difference for fair valuation of coal mining rights appearing in the books of petitioner company shall be credited to General Reserve Account of the petitioner company. In this connection it is submitted that the Petitioner Company shall not utilize this reserves for declaring dividend in future and further submits that financial effect of keeping the amount in General Reserve requires disclosures in all future Balance Sheet and Profit & Loss Account as required under Section 211 (3B)( C) of the Companies Act, 1956”. 5. The Petitioner through their Counsel undertakes that disclosures as required under Section 211 (3B)( C) of the Companies Act, 1956 will be made in all future Balance Sheet and Profit & Loss Account and that the Petitioner Company shall not utilize this reserves for declaring dividend in future. The said undertaking is accepted. 6. 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 have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 7 of 2010 is made absolute in terms of prayer clause (a) of the petition. 8. The Petitioners 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 applicable , on the same within 60 days from the date of order. 9. The Petitioner to pay cost of Rs.10,000/- 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 concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay ` (S.C. DHARMADHIKARI, J)