1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 942 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1023 OF 2009 Kirloskar Brothers Limited...Petitioner/Transferor Company AND COMPANY PETITION NO. 943 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1024 OF 2009 Kirloskar Brothers Investments Limited...Petitioner/Transferee Company In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kirloskar Brothers Limited (Transferor Company) and Kirloskar Brothers Investments Limited (Petitioner /Transferee Company) and their respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. C.J Joy with Ms. Purnima Bhatia i/b Mr. S. K. Mohapatra for Regional Director in both the petitions CORAM: S.J. KATHAWALLA . J DATE: 22nd JANUARY 2010 1. Heard learned counsel for the parties. 2. Leave to amend Scheme as per the draft amendment handed in is allowed and is marked “X” . Amendment to be carried out within 2 weeks from today. 3. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Kirloskar Brothers Limited 2 (Transferor Company) and Kirloskar Brothers Investments Limited (Petitioner /Transferee Company) and their respective Shareholders. 4. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 5. The Regional Director has filed an affidavit and has raised 3 contentions in paragraph 6 thereof. (i) The Transferee Company is a Non Banking Finance Company, hence the Transferee Company may be directed to file a copy this Hon‟ble Court‟s order within 30 days from the date of order, with the RBI. (ii) The Transferor/Demerged Company is a listed company with BSE & NSE. Hence the Demerged Company may be directed to comply with the condition of Listing Agreement as per letter dated 14/09/2009 of BSE and letter dated 30/09/2009 of NSE. (iii) That as per clause 7A of the Scheme, the Transferee/Resulting Company may be directed to comply with the provisions of section 94/97 read with Schedule „I‟ of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies with ROC fees and stamp duty as applicable in this regard. 6. The Petitioners through their counsel undertake that all the aforesaid 3 requisitions will be complied with. The said undertakings are accepted. 7. 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 have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 942 of 2009 and 943 of 2009 are made absolute in terms of prayer clause (a) to (d). 9. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay with the 3 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. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.J. KATHAWALLA J.)