1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 36 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 15 OF 2010 JYOTI STAMPINGS AND ASSEMBLIES PVT. LTD. ......Petitioner Company COMPANY SCHEME PETITION NO. 37 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 16 OF 2010 JYOTI TOOLINGS AND PRESS COMPONENTS PVT. LTD ...... Petitioner Company I n t h e m a t t e r o f t h e Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Jyoti Stampings and Assemblies Pvt. Ltd., and Jyoti Toolings and Press Components Pvt. Ltd., and their respective Shareholders and creditors Mr. Roop M. Vasudeo Advocate for the Petitioners. Ms. Madhavi Tavanandi, for Regional Director in both the petitions. Mr. P. Ramarao, Official Liquidator present in Company Scheme Petition No. 36 of 2010. CORAM : S. J. Kathawalla, J. DATE : 7th May, 2010 2 P C: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Jyoti Stampings and Assemblies Pvt., Ltd., "The Transferor Company" with Jyoti Toolings and Press Components Pvt. Ltd., "the Transferee Company" and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed his Affidavit stating 3 therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of provisions of law and is not contrary to the public policy. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 36 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) of the Petition and Company Scheme Petition No. 37 of 2010 filed by the Transferee Company is also made absolute in terms of prayer clauses (a) to (d) of the Petition. 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the 4 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 60 days from the date of the order. 9. Both the Petitioner Companies to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in Company Scheme Petition No. 36 of 2010 to pay a sum of Rs. 7500/- to the Official Liquidator, High Court, Bombay, 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 Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)