1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.501 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO.481 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Siemens Rolling Stock Private Limited; And In the matter of Scheme of Amalgamation of – Siemens Rolling Stock Private Limited with Siemens Limited. Siemens Rolling Stock Private Limited, ) a company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at 130, ) Pandurang Budhkar Marg, ) Worli, Mumbai – 400 018. ) …Petitioner / Transferor Company CORAM : S. J. VAZIFDAR, J DATE : 27th April, 2011 Mr. Sanjay Jain i/b Negandhi, Shah & Himayatullah, Advocate for the Petitioner. Dr. T. Pandian, Official Liquidator present. Mr. C. J. Joy and Ms. Soma Singh i/b Mr. H. P. Chaturvedi for the Regional Director. P. C.: 1. Heard counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Siemens Rolling Stock Private Ltd., Transferor Company with Siemens Ltd., the Transferee Company. 3. The abovenamed Petitioner Company is a wholly owned subsidiary of Siemens Ltd., the Transferee Company. No separate Petition for sanctioning the Scheme is filed by Siemens Ltd., the Transferee Company as the filing of a separate Petition was dispensed with by an Order passed by this Court on 9th July, 2010 in Company Summons for Directions No.481 of 2010 4. Counsel appearing on behalf of the Petitioners has 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 Company also 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. 5. The Regional Director has filed his Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the said Transferor Company may be ordered to be dissolved. 7. From the material on record, the Scheme appears to be fair and 3 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No.501 of 2010 filed by the Transferor Company are made absolute in terms of prayer clauses (a) to (f). 8. The Transferee Company to lodge a 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 adjudication of Stamp Duty, payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. 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 with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR. J)