1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.247 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.621 OF 2007 In the matter of the Companies Act, I of 1956 AND In the matter of Sections 391 and 394 of the Companies Act, I of 1956 AND In the matter of Scheme of Amalgamation of Turing Softwares Private Limited with Mettelr-Toledo India Private Limited METTLER-TOLEGO INDIA PRIVATE LTD. ..Petitioner Ms.Annapurna i/b Narayanan and Narayanan for the petitioner Ms.Nisha Vasani for the Regional Director CORAM : S.C.DHARMADHIKARI, J CORAM : S.C.DHARMADHIKARI, J CORAM : S.C.DHARMADHIKARI, J DATED : 6TH JUNE, 2008 DATED : 6TH JUNE, 2008 DATED : 6TH JUNE, 2008 P.C.: 1. The petition under section 391 to 394 seeks sanction to the scheme of amalgamation of Turing Softwares Pvt.Ltd. with the petitioner. 2 2. After setting out the relevant details with regard to the petitioner company, it is pointed out that the Transferor Company was incorporated on 15.09.97. Its objects have been referred to so also the financial position. It is stated that the Transferor Company is proposed to be amalgamated with the petitioner so as to enable the petitioner to carry on business of software development. The benefits of the merger are set out at para 19 of the petition. It is stated that the scheme would enable the business operations being carried out efficiently and profitably under one large company. The scheme with its salient features have been referred to in the petition and copy thereof is also annexed. The petition sets out the details of the statutory and other compliances. It also sets out the declarations on oath. 3. The Regional Director has filed an affidavit and stated that the Registrar Office of the Transferor Company is situated at Coimbatore and the petition of the Transferor Company is filed before Honourable Madras High Court. It is stated in the affidavit that the petitioner Company must 3 comply with accounting standards 14. Save and except this objection, the Regional Director states that the scheme is not prejudicial to the interest of the shareholders, creditors, so also the general public. 4. The learned counsel for the petitioner makes a statement that the petitioner undertakes to comply with accounting standards 14 as stipulated in the Regional Director’s affidavit. The standards have been set out by the Institute of Chartered Accountants and an undertaking is given by the petitioner that all compliances with the same will be made and accounting treatment shall be given. The undertaking is accepted. 5. Subject to the orders that may be passed in the case of the Transferor Company and in the light of the affidavit of the Regional Director, Company Petition is made absolute in terms of prayer clause (a) to (j). 6. The petitioner to pay cost of Rs.5,000/- to the Regional Director. Cost to be paid within four 4 weeks from today. (S.C.DHARMADHIKARI,J.) (S.C.DHARMADHIKARI,J.) (S.C.DHARMADHIKARI,J.)