Judgment ( 1. ) THIS is an application under Sections 391 and 394 of the Companies Act, 1956 (in short the Act) with the following reliefs : " (a) That the said arrangement embodied in the scheme of arrangement (being Exhibit "c" to the petition) may be sanctioned by this Honourable Court with or without modification and declare the same to be binding on the petitioner company and the equity shareholders of the petitioner company and also their creditors. (b) That the Company shall purchase its Equity Shares, on a date fixed by the Board following the Record Date, not more than 1,13,47,534 Equity Shares [representing 40% (forty per cent) of its paid up Equity Capital] from the shareholders whose names appear to the Register of Members as on the Record Date, excluding the Equity Shares of those shareholders from whom the Company receives a written intimation within 30 days from the Record Date of their intention to continue holding the Equity Shares and that in case the Equity Shares required to be purchased by the Company as above exceed 1,13,47,534 [representing 40% (forty per cent) of the Equity Capital], the purchase by the Company shall be on a pro-rata basis. (c) That the purchase of Equity Shares from non-resident shareholders under this scheme shall be subject to necessary approvals being obtained from the Reserve Bank of India under the provisions of Foreign Exchange Management Act, 1999. (d) That in consideration for every 1 (one) Equity Share purchased by the Company as per Clause 4. 1 of the scheme of arrangement, the Company shall within 14 (fourteen) days from the date of purchase of the Equity Shares, without any further application, act or deed by the shareholders, pay a cash consideration of Rs. 1 (Rupee One) and that upon discharge of consideration as provided in Clause 4. 3 of the scheme of arrangement, the Equity Shares purchased under Clause 4. 1 of the scheme of arrangement shall be deemed to be transferred in the Companys name, without any act or deed by the shareholder, including but not limited to surrendering of share certificates with transfer forms and/or sending appropriate instructions to the Depository Participants. 3 of the scheme of arrangement, the Equity Shares purchased under Clause 4. 1 of the scheme of arrangement shall be deemed to be transferred in the Companys name, without any act or deed by the shareholder, including but not limited to surrendering of share certificates with transfer forms and/or sending appropriate instructions to the Depository Participants. (e) That for the purpose of the scheme, the Equity Shares shall not be treated on the stock exchanges for a period commencing from the Record Date and until the date of discharge of the consideration as provided in Clause 4. 3 of the Scheme of arrangement. (f) The Equity Shares of the Company shall be delisted if pursuant to the purchase, the public shareholding reduces below 10%. (g) That the Company shall, on such date as fixed by the Board following the date of discharge of the consideration as provided in Clause 4. 3 of the Scheme of arrangement cancel the issued, subscribed and paid-up equity share capital of the Company to the extent of Equity Shares purchased by the Company in pursuance of Clause 4 of the Scheme of arrangement. The share certificates relating to the Equity Shares purchased by the Company shall be rendered invalid and that on such cancellation as provided in Clause 5. 1 of the Scheme of arrangement, the issued, subscribed and paid-up equity shares capital shall stand reduced to the extent of face value of the Equity Shares cancelled and that the reduction of the Share Capital, shall be effected as an integral part of the scheme itself and the order of the Court sanctioning the scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction of Share Capital and Share Premium Account. (h) That the debit balance in the profit and loss account shall be set-off against Capital Reserve Account and the balance shall be set-off against the Share Premium Account and that the application and consequential reduction of the Capital Reserve Account/share Premium Account, as per Clause 6. (h) That the debit balance in the profit and loss account shall be set-off against Capital Reserve Account and the balance shall be set-off against the Share Premium Account and that the application and consequential reduction of the Capital Reserve Account/share Premium Account, as per Clause 6. 1 of the Scheme of arrangement, shall be effected as an integral part of the scheme itself as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and the order of the Court sanctioning the scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction. (i) That the petitioner Company shall be at liberty to submit to this Honble Court for approval of the minutes relating to the reduction of the issued, subscribed and paid up share capital of the petitioner-company after the events specified in Clause 4,3 of the scheme of arrangement are completed so as to make reduction effective. (j) That the minute to be submitted by the petitioner in pursuance of prayer (i) above, be approved in appropriate terms. (k) That all enquiries and directions necessary and proper be made and given. (1) That the petitioner-company shall intimate the stock exchanges where Equity Shares of the Company are listed, the particulars of the Equity Shares cancelled pursuant to and in accordance with Clause 5. 1 of the scheme of arrangement and the consequent reduction in share capital of the petitioner-company. (m) That the petitioner-company do file within 30 days from the date of sealing of the certified copy of the order made herein or within such other time as may be permitted by the Honble Court, with the Registrar of Companies, Gwalior, Madhya Pradesh, for registration under Sections 391 and 103 of the Companies Act, 1956. (n) That the petitioner-company shall within 30 days after the date of approval of the minute in terms of prayer (i) above or within such other time as may be permitted by the Honble Court cause a certified copy of the minute to be delivered to the Registrar of Companies, Gwalior, Madhya Pradesh, Mumbai, for registration under Section 103 of the Companies Act, 1956. (o) That liberty be reserved to the petitioner and to all other persons interested in this petition to apply this Honourable Court herein as and when occasion may arise for any direction that may be necessary. (p) For such further or other orders as may be made in the premises as the Court shall deem fit. (q) Cost of petition be provided for. " ( 2. ) THE Company was incorporated under the Act in the month of March, 1984. The registered office of the petitioner-company is situated at plot No. 5, New Industrial Area No. 1, Mandideep, District Raisen, Bhopal. The share capital of the petitioner-company has been mentioned in paragraph 4 of the petition. The object of the petitioner-company has been set out in paragraph 5 of the petition. It is apposite to mention here that the petitioner-company had approached this Court in Company Petition No. 6/2001 praying that the arrangement embodied in the scheme of arrangement be sanctioned with or without modification and to declare the same binding on the petitioner-company and the transferee-company namely, Godrej Industries Limited and also on the respective members/ shareholders and creditors. Taking stock of the fact situation this Court passed the following order: "in view of the aforesaid factual scenario it is directed that the scheme of arrangement shall become operative and the consequences that are to follow would follow and the transferee company would be entitled to do the needful in law for filing the order sanctioning the scheme of arrangement with the competent authority as required under the provisions of Companies Act and the competent authority shall proceed to comply with the formalities in letter and spirit. It is further directed the files relating to both the companies shall be consolidated and liberty is granted to any person interested to apply before this Court, if circumstances so warrant, for any direction. " ( 3. ) IN the present petition the petitioner has referred to the approval of the scheme of arrangement by the Board of Directors, the holding of meetings of the equity shareholders and unsecured creditors report of the competent authority of the company and many other documents. ( 4. ) THIS Court issued notice to the Registrar of the Companies calling for a report. Mr. ( 4. ) THIS Court issued notice to the Registrar of the Companies calling for a report. Mr. Anoop Nair, learned Counsel for the Registrar of the Companies filed letter from the Registrar of the Companies wherein in paragraph 6 recommendations of the said authority do find mention. On a perusal of the same it is perceptible that the said authority has no objection for approval of the scheme of Arrangement. ( 5. ) KEEPING in view the totality of circumstances this Court thinks it fit to allow the prayer of the petitioner-company and accept the scheme of arrangement and further commands to carry out the duties and responsibilities that have been incorporated in the prayer clause. This Court further directs that there should not be any deviation and the directions be followed in letter and spirit. ( 6. ) WITH the aforesaid directions the company-Petition stands disposed of. Order accordingly.