1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.127 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.797 OF 2010 In the matter of: Sections 391 to 394 of the Companies Act, 1956; And In the matter of: Molex (India) Private Limited; And In the matter of: The Scheme of Arrangement of- Molex Micron Private Limited (Transferor Company 1); Molex (India) Private Limited (Transferor Company 2); And Automotive Connectors India Private Limited (Transferor Company 3) With Molex India Tooling Private Limited (Transferee Company) Molex (India) Private Limited, a company ) incorporated under the provisions of the ) Companies Act, 1956 and having its ) Registered Office at Maker Bhavan 2, 5th ) Floor, New Marine Lines, Mumbai 400 020) ….. Petitioner/ Transferor Company Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for Petitioner Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturwedi for the Regional Director Dr. T. Pandian, Official Liquidator present 2 CORAM : S. J. Kathawalla, J. DATE : 1st July, 2011 P.C.: 1. Heard Counsel for the parties. 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Arrangement of Molex Micron Private Limited, Molex (India) Private Limited and Automotive Connectors India Private Limited with Molex India Tooling Private Limited. 3. Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all the requirements as per directions of this Court and have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petition stating that save and except as stated in paragraph 6 (a) and 6 (b) of the said Affidavit; it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and 6 (b) of the said affidavit it is stated that:- 3 “(a) That the Registered Office of Transferee Company is situated in the State of Karnataka. Hence the present scheme of amalgamation between the Petitioner Company and Transferee Company will be subject to condition of obtaining similar approval from the Hon’ble High Court of Karnataka in respect of the Transferee Company. (b) That the Clause No.16 of the Scheme provides for consideration by issue of new shares by the Transferee Company to the shareholders of the Second Transferor/Petitioner Company. However it appears that the existing authorized share capital of Transferee Company may not be sufficient to issue further shares. Hence Transferee Company has to increase its authorized share capital suitably before giving effect to the scheme and comply with provisions of Section 94/97 of the Companies Act, 1956.” 5. As far as the objection raised by the Regional Director in paragraph 6 (a) of his Affidavit is concerned, the Counsel for the Petitioner submits that the registered office of the Transferor Company-1 is situated in the State of Gujarat and the registered office of Transferor Company-3 and Transferee Company are situated in the State of Karnataka and that the Petitions filed by the Transferor Company-1 before the High Court of Gujarat at Ahmedabad and that of the Transferor Company-3 and the 4 Transferee Company filed before the High Court at Karnataka are pending for hearing before the concerned Courts. 6. So far as the objection raised in paragraph 6 (b) of the said Affidavit is concerned, the Petitioner through their counsel undertakes that the Petitioner shall increase its authorized share capital and shall comply with the requirements of Section 94/97, if required, before giving effect to the Scheme. The said undertaking is accepted. 7. The Official Liquidator has filed a report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 8. 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 127 of 2011 is made absolute in terms of prayer clauses (a) to (g), subject to the Transferee Company obtaining an approval from the High Court of Karnataka to the Scheme of Arrangement. 5 10. The Petitioner 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 any, on the same within 60 days from the date of order. 11. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. J. Kathawalla, J.)