~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.272 OF 2009 CONNETCED WITH COMPANY APPLICATION NO.220 OF 2009 Mahindra Hinoday Industries Limited. ...Petitioner/Transferor Company AND COMPANY PETITION NO.273 OF 2009 CONNETCED WITH COMPANY APPLICATION NO.221 OF 2009 Mahindra Castings Private Limited. ....Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Mahindra Hinoday Industries Limited and Mahindra Castings Private Limited and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator, in C.P. No. 272 of 2009. Ms. Bharti Mahant and Mr. Jadhav Rao i/b Mr. S.K. Mohapatra for Regional Director in both the Company Petitions. ~ 2 ~ CORAM: A. M. KHANWILKAR J DATE: 10th July, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Mahindra Hinoday Industries Limited, the Transferor Company and Mahindra Castings Private Limited, the Transferee Company and their respective shareholders. 3. 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. However, 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. 4. The Regional Director has filed affidavit in reply and has stated in para 6 that as per clause 13.1 upon the scheme becoming effective, the Transferee Company shall cease to be a Private Limited Company and shall become a Public Company and the name of the Transferee Company shall stand changed to Mahindra Hinoday Industries Limited. In this connection the Transferee Company may be directed to comply with provisions of Sections 20/21/31/44 of the ~ 3 ~ Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and that the proposed name will be made available subject to availability by the Registrar of Companies. Save and except what is stated in para 6 of the affidavit, the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The counsel appearing for the Petitioner states that necessary forms will be filed with the Registrar of Companies. In so far as change of name it is submitted that post sanctioning of the Scheme, the name of Transferee Company will be the present name of the Transferor Company ie. Mahindra Hinoday Industries Limited, the question of therefore availability of name does not arise. 6. The Official Liquidator has filed report in Company Petition No.272 of 2009 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on record, 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, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. ~ 4 ~ 8. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled; Company Petition No.272 of 2009 and Company Petition No.273 of 2009 are made absolute in terms of prayer clauses (a) . 9. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 10. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No.272 of 2009 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.7500/- each. 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. (COMPANY JUDGE)