IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 513 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 477 OF 2011 INDOFEED AGENCIES PRIVATE LIMITED … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 514 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 478 OF 2011 TOEPFER (INDIA) PRIVATE LIMITED … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of TOEPFER (INDIA) PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN INDOFEED AGENCIES PRIVATE LIMITED … Transferor Company AND TOEPFER (INDIA) PRIVATE LIMITED …Transferee Company Mr. Naser Ali Rizvi i/b Thakore Jariwala & Associates, Advocates for Petitioners in both Petitions. Mr. C.J. Joy with Ms. Soma Singh i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions Mrs. R.N. Sutar, Asstt. Official Liquidator present in Court in CSP No. 513 of 2011 CORAM: S. C. Dharmadhikari, J. DATE: 18th November, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between Indofeed Agencies Private Limited, the Transferor Company with Toepfer (India) Private Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Company with the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 2 4. The Regional Director has filed an Affidavit, inter alia, stating therein that, save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated: “6. That the Deponent further submits that the shares of the Transferor and Transferee Companies are held by foreign body corporate. In this connection, while giving effect to the scheme, Transferor and Transferee Companies may be directed to comply with the FEMA / RBI Regulations as applicable in this regard.” 5. So far as the objection raised in paragrpah 6 of the said Affidavit is concerned, the Petitioner Companies undertake to comply with all such statutory requirements under FEMA / RBI Regulations as applicable. The undertaking is accepted. 6. The Official Liquidator has filed a report in Company Scheme Petition No. 513 of 2011 stating 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. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 513 of 2011, and Company Scheme Petition No. 514 of 2011 are made absolute in terms of prayer in clauses (a) to (j) of the respective Petitions. 3 9. The Transferee Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the Order. 10. The Transferee Company to lodge a copy of this order along with the copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with E- form 21, in addition to physical copies within 30 days from the date of the issuance of the Order by the Registrar. 11. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 513 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from the date of the order. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court of Bombay. (S. C. Dharmadhikari, J.) 4