1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 164 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 83 OF 2011 ONESTAR MERCANTILE COMPANY PRIVATE LIMITED ……….. Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 165 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 84 OF 2011 SUPERTIME TRADING PRIVATE LIMITED ……….. Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 166 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 85 OF 2011 OMEGA MULTITRADE PRIVATE LIMITED ……….. Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO 167 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 86 OF 2011 PMP AUTO COMPONENTS PRIVATE LIMITED …………….. Petitioner/Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND 2 In the matter of Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited (‘the First Transferor Company’) AND Supertime Trading Private Limited (‘the Second Transferor Company’) AND Omega Multitrade Private Limited ( ‘the Third Transferor Company’) WITH PMP Auto Components Private Limited (‘the Transferee Company’) AND their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all the Petitions. Dr. T. Pandian, Official Liquidator present in CSP Nos.164, 165 & 166 of 2011. Mr. C. J. Joy,i/b Mr. H. P. Chaturvedi for Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 8th July, 2011 1. Heard counsel for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956, to a Scheme of Amalgamation and Arrangement of Onestar Mercantile Company Private Limited, the First Transferor Company, Supertime Trading Private Limited, the Second Transferor Company and Omega Multitrade Private Limited, the Third Transferor Company with PMP Auto Components Private Limited, the Transferee Company and their respective Shareholders and Creditors. 3. The Advocate 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. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that Scheme is not prejudicial to the interest of shareholders and the public. 5. The Official Liquidator has filed his report in Company Scheme Petition No.164 of 2011 to 166 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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 any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 164 of 2011, 165 of 2011, 166 of 4 2011 and 167 of 2011 are made absolute in terms of prayer clauses (a) to (d). 8. 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 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. 9. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director. Petitioners in Company Scheme Petition No.164 of 2011, 165 of 2011 and 166 of 2011 to pay costs of Rs.10,000/- 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 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)