1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 354 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 350 OF 2010 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 BKT MOULDS LIMITED (“BML” or “Transferor Company”) WITH BALKRISHNA INDUSTRIES LIMITED (“BIL” or “the Transferee Company”) BKT MOULDS LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 205, Creative Industrial Estate, 72, N.M. Joshi Marg, Mumbai – 400011. ) ) ) ) …………Petitioner Company Coram: S. J. KATHAWALLA. J. Date: 27th AUGUST 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner. Dr. T. Pandian Dy. Official Liquidator present . Mr. C.J Joy i/b Mr. S.K. Mohapatra for Regional Director. 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 a Scheme of Amalgamation of BKT Moulds Limited with Balkrishna Industries Limited and their Respective Members. The 2 Petitioner Company is 100% subsidiary of Balkrishna Industries Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner through their counsel undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report in the aforesaid Company Scheme Petition stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Petitioner/ Transferor Company 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, the Company Petition No. 354 of 2010 is made absolute in terms of prayer clauses (a) to (d). 8. 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 order. 3 9. The Petitioner to pay costs of Rs. 10,000/- each to the Regional Director and 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 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.)