IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.115 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.164 OF 2009 Menon Alkop Private Limited …. Petitioner /Transferor No.1 WITH COMPANY PETITION NO.116 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.165 OF 2009 M B Autocomponents Private Limited …. Petitioner /Transferor No.2 Mr. Yogesh Adhia for the Petitioners Mr. S. Ramakantha, Dy. Official Liquidator Mr. C. J. Joy with Mr. S. K Mohapatra for the Regional Director in both the Petitions. CORAM : A. M. Khanwilkar J. DATE : 2nd May 2009 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Menon Alkop Private Limited and M B Auto components Private Limited with Menon Bearings Limited and their respective shareholders. 3. The above named Petitioner companies are the Transferor Companies. No separate Petition is filed by Menon Bearings Limited , the Transferee Company as per the Order passed by 1 this Court in Company Application Nos. 164 of 2009 and 165 of 2009 on 6th February 2009. 4. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner companies have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Companies also undertake to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 5. The Advocate for the Petitioner Companies states that he has received a letter dated 14 th March 2009 on behalf of an unsecured creditor of the Transferor Company No. 1 in Company Petition No. 115 of 2009 has received a Ledger Account, without any letter or affidavit, setting out any opposition, in the books of account of unsecured creditor M/s. Advance Measuring System showing a higher amount due. The Advocate for the Petitioner Companies has also received a letter dated 14 th March 2009 on behalf of an unsecured creditor of the Transferor Company No. 2 in Company Petition No. 116 of 2009 M/s. Automan Spares, inter alia confirming the amount due but stating that an assurance for payment should be given to the said creditor. Counsel for the Petitioner Companies states that by the present Scheme, none of the rights of the creditors, secured and unsecured, of the Transferee Company are sought to be modified or affected in any manner. In any event, Clause 4.1 of the Scheme as proposed provides for the transfer of liabilities of the Transferor Companies to the Transferee Company. In any event, the value of such unsecured creditors, is 0.01% in value and 0.68% in number of the total unsecured creditors, incase of Transferor Company No. 1 and is 1.47% in value 2 and 2.9% in number of the total unsecured creditors, incase of Transferor Company No.2. 6. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. However, he has in para 6, stated that the Transferor Companies had violated the provisions of Section 297 the Companies Act and the Transferee Company had violated the provisions of Section 295 read with Sections 283 (1) (h) and Section 297 of the Companies Act, 1956. It also stated that pursuant to the applications made by the petitioner companies for compounding the offenses under Section 621A of the Companies Act, 1956, the Hon’ble Company Law Board, Western Region Branch, Mumbai has passed an order allowing the applications and levied compounding fees. The Advocate for the Petitioner companies states that the compounding fees have been paid by the directors and company secretary. 7. The Official Liquidator has filed report in Company Petition Nos. 312 of 2008, 313 of 2008, 314 of 2008, 315 of 2008 and 316 of 2008 stating that the affairs of Transferor Companies have been conducted in a proper manner. 8. 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, except a few unsecured creditors of the Transferee Company, have come forward to oppose the scheme. Moreover, the Regional Director has stated the Scheme proposed is not prejudicial to the interests of the shareholders, creditors and public and the Official Liquidator has stated in his report that the affairs of the 3 Transferor Companies have been conducted in a proper manner. 9. Since all the requisite statutory compliances have been fulfilled, both the Company Petition Nos. 115 of 2009 and 116 of 2009 by the Transferor Companies are made absolute in terms of prayer clauses (a) to (g) of the Petitions. 10. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 11. Each of the Petitioners in the Company Petition Nos. 115 of 2009 and 116 of 2009 to pay cost of Rs. 7500/- each to the Regional Director and the Official Liquidator. Costs to be paid within 4 weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J) 4