1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 935 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1368 OF 2008. In the matter of the 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 of Punjab Tractors Limited (‘the Transferor Company’) with Mahindra and Mahindra Limited (“the Transferee Company”) and their respective Shareholders MAHINDRA AND MAHINDRA LIMITED …Petitioner / Transferee Company. Ms.Alpana Ghone with Mr.Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Ms.Purnima Awasthi with Ms.Lata Patne i/b Mr. S.K. Mohapatra for Regional Director. CORAM : S.J. VAZIFDAR, J. DATE : 9TH JANUARY, 2009. 2 P.C. :- 1. This is a Petition under Sections 391 to 394 of the Companies Act, 1956 for sanction in respect of a Scheme of Amalgamation of Punjab Tractors Limited, the Transferor Company with Mahindra and Mahindra Limited, the Transferee Company and their respective Shareholders. 2. The procedure has been complied with and affidavits establishing the same have been filed. The Petitioner/ Transferee Company shall comply with all necessary statutory requirements. 3. The Regional Director has filed an affidavit stating that the scheme is not prejudicial to the interest of Creditors, Shareholders and public except in Point 6 of his Affidavit. In paragraph 6 of his Affidavit he has stated as under :- “it has been reported by the Registrar of Companies, Mumbai that one Mr. Navin Pandya has filed a writ petition before this hon’ble High Court seeking set aside the Second Labour Court Judgement dated 15/02/1992 and to declare him as a workman and to direct M&M to withdraw all charge sheets and dismissals orders and reinstate him in service etc. He had 3 also prayed for directions to all the concerned authorities (including the deponent herein) to perform their obligatory duties for investigations of affairs of the M&M. The said writ petition appears to be pending before this Hon’ble High Court. This is for the information of this Hon’ble High Court”’. The Petitioner Company has filed an affidavit dated January 7, 2009 and has submitted that said writ petition has been dismissed on merit by the Hon’ble High Court vide its order dated July 28, 2008. A copy of the said order is annexed as ‘ Exhibit A’ to the said affidavit. The Petitioner Company has further submitted that Mr. Navin Pandya, who had filed the said writ petition, is a shareholder in the Petitioner Company and has voted in favour of the Scheme in the court convened meeting directed by this High Court for approval of the Scheme by the Shareholders. An extract of the Scrutineers Report evidencing that Mr.Pandya voted in favour of the Scheme is annexed as ‘ Exhibit B’ to the said affidavit. The said objection raised by the Regional Director is therefore not sustainable. 4. There is no opposition to the Scheme. The Regional Director has stated that the Scheme as proposed is not prejudicial to 4 the interest of the shareholders, creditors and the public. There is nothing that indicates the contrary. 5. The Petitioner Company has stated that the registered office of Punjab Tractors Limited, the Transferor Company is situated at Punjab and the final hearing of its Petition is scheduled on 9th January 2009 before the High Court of Punjab & Haryana, Chandigarh. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 935 of 2008 made absolute in terms of prayer clauses (a) to (c), subject to the sanction of High Court of Punjab & Haryana, Chandigarh to the Petition filed by the Transferor Company. 7. The Petitioner / Transferee Company to lodge a copy of this order and the Scheme with the Registrar of Companies, Maharashtra, Mumbai and 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. 5 8. The Petitioner to pay cost of Rs.7500/- to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay.