1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.399 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.509 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Saurer Precicomp Private Limited, And In the matter of the Scheme of Amalgamation of Saurer Precicomp Private Limited into Oerlikon Textile India Private Limited Saurer Precicomp Private Limited … Petitioner/Transferor Company With COMPANY PETITION NO.400 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.510 OF 2009 Oerlikon Textile India Private Limited …...Petitioner/Transferee Company 2 Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates for the Petitioners. Mr. C. J. Joy and Ms. R. Ambekar i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions Mr. P. Ramarao, Official Liquidator in C.P. No.399 of 2009 CORAM: A.M. Khanwilkar J Dated: 3rd July, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Saurer Precicomp Private Limited, the Transferor Company into Oerlikon Textile India Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have 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 Companies also undertake 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 an Affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders. However, in paragraph 6 of the said Affidavit, the Regional Director submits that almost 100% of the equity shares of Transferee Company 3 is held by foreign entities and that the Transferee Company may be directed to file a copy of scheme alongwith a copy of order sanctioning the present scheme of arrangement with the Reserve Bank of India within 30 day’s of passing of the said order. 5. Mr. Pragnesh Ramesh Vora, Company Secretary of the Transferee Company has filed an Affidavit dated 3rd July, 2009 in reply to the Affidavit of Regional Director. In the said Affidavit, the Transferee Company has given an undertaking that it will file a copy of scheme alongwith copy of order sanctioning the present scheme of arrangement with the Reserve Bank of India within 30 day’s of passing of the said order. The said undertaking is accepted. 6. 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. Moreover, the Regional Director has stated that the scheme is not prejudicial to the interests of the Creditors and the Shareholders. 7. There is no further objection to the Scheme, save and except, as stated in paragraph 4 and 5 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.399 of 2009 filed by the Transferor Company is made absolute in terms of prayer clause 4 (a) and Company Petition No.400 of 2009 filed by the Transferee Company is made absolute in terms of prayer clause (a). 8. The Transferor Company to lodge an authenticated copy of this order and the scheme duly authenticated by the Company Registrar, High Court, Bombay with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. The Petitioner in Company Petition No. 399 of 2009 to pay to the Official Liquidator a sum of Rs. 7500/- towards his Costs. Costs to be paid within four 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 along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.)