IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.382 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.521 OF 2009 Miranda Tools Private Limited …Petitioner / Transferor Company. COMPANY PETITION NO.383 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.522 OF 2009 PMP Components Private Limited …Petitioner / Transferee Company. In the matter of Sections 391 to 394 the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of Miranda Tools Private Limited (“the Transferor Company”) with PMP Components Private Limited (“the Transferee Company”) and their Respective Shareholders. Mr. Shyam Mehta i/b Rajesh Shah & Co., for the Petitioners. Mr. M. Chandanamuthu, Deputy Official Liquidator, in Company Petition No.382 of 2009 Ms. Neeta Masurkar and Mr. P. Khosla i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions. CORAM: A. M. Khanwilkar, J. DATE: 10th July, 2009 PC: 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Miranda Tools Private Limited with PMP Components Private Limited and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners has stated 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 also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 2 3. The Regional Director has objected that Clause 6.5 of the Scheme provides for surplus, if any, of assets over the liabilities computed at their fair values of the Transferor Company transferred to the Transferee Company pursuant to the High Court Orders shall be transferred to the ‘General Reserve Account’. According to the Regional Director, such treatment is incorrect as the same should be transferred to Capital Reserve. 4. The Petitioner Company is willing to amend clause 6.5 whereby the reserves arising upon the difference, being the excess of the value of assets over the liabilities of the Transferor Company transferred to the Transferee Company pursuant to the High Court Order at their fair values, over the face value of shares allotted PMP, shall, in case of surplus be credited to the Capital Reserve Account and in case deficit, the same shall be debited by the Transferee Company to Goodwill Account. Further, the Company also stated to amend Clause 6.6 whereby the balance in the Capital Reserve Account shall be utilised to adjust the balance in Goodwill Account in the books of the Transferee Company and / or any diminution in value of assets of the Transferor Company vested in the Transferee 3 Company pursuant to the Scheme. In case balance in Goodwill Account is debited to Profit & Loss Account, an equivalent amount from out of the balance in Capital Reserve Account will be credited to Profit & Loss Account. 5. The official liquidator has filed report in Company Petition No.382 of 2009 stating therein 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. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.382 of 2009 filed by the Transferor Company are made 4 absolute in terms of prayer (a) to (d) and Company Petition No.383 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 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 30 days from the date of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Petition No.382 of 2009 filed by the Transferor Company to pay cost of Rs.7,500/- to the Official Liquidator. 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 5