IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 485 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 289 OF 2009 TRIDENT TOOLS PRIVATE LIMITED …………Petitioner / Transferor Company. WITH COMPANY PETITION NO. 486 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 290 OF 2009 MAGICUT TOOLS LIMITED ………..Petitioner / Transferee Company. In the matter of the Companies Act 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 of TRIDENT TOOLS PRIVATE LIMITED with MAGICUT TOOLS LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. M. S. Bhardwaj i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao, Official Liquidator, present in Company Petition No. 485 of 2009. CORAM: S. J. Kathawalla, J. DATE: 26th March, 2010. PC: 1. Heard learned counsel 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 TRIDENT TOOLS PRIVATE LIMITED with MAGICUT TOOLS LIMITED. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all requirements as per 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 an affidavit stating that save and except as stated in paragraph 6 (a) and (b) thereof the scheme dose not appear not prejudicial to the interest of the shareholders and the public.The paragraph 6 (a) and (b) of the said affidavit reads thus:- (a)“That the Deponent respectfully submits that clause no. 11.2 of the scheme provides 2 that the excess if any, of the value of the assets over the value of the liabilities of transferor company shall be credited by Transferee Company to its reserve account. The deponent in this regard submits that the word reserve account shall be substituted as Amalgamation reserve account.” (b)”In Para No. 16 of the scheme, the period fixed for approving the scheme i.e. 31.12.2009 has already expired. In this regard the company has passed necessary board resolution for approving the scheme up to 31.03.2010. The said board resolution is annexed here and marked Exihibit “D”. In view of the above deponent submits that the date 31/12/2009 may be substituted by 31/03/2010. 5. In reply to the aforesaid objection raised by the Regional Director, the counsel for the Petitioners submits that the Petitioners Companies agrees to substitute the words “Reserve Account” mentioned in clause no. 11.2 of the scheme the words “Amalgamation reserve account”. The Petitioner Companies also agrees to substitute date 31/12/2009 mentioned in clause 16 of the scheme with 31/03/2010.The leave to amend the Scheme as aforesaid is granted. The amendment to be carried out within two weeks from today. 3 6. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 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 No. 485 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No. 486 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 9. The Petitioner Company 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 the order. 10. The Petitioner Companies in both Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Petition No. 940 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5