1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.131 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Siemens Ltd And In the matter of a Scheme of Amalgamation of Siemens Healthcare Diagnostics Ltd with Siemens Ltd Siemens Ltd .. Petitioner. Mr.Amit Jamsandekar i/by Khaitan & Co for the petitioner. Mr.Jimmy Avasia a/w Mr.V.P.Sawant for Regional Director. Dr.T.Pandian, O.L present. CORAM : S.C.DHARMADHIKARI, J. DATE : 28th January 2011. P.C.: . Heard Mr.Jamsandekar appearing for the petitioner and Mr.Avasia appearing on behalf of the Regional Director. Mr.Jamsandekar tenders the audited financial results of the transferor company and the transferee company for the year ended on 30th September 2010. They are taken on record. My attention is invited by Mr.Avasia to clause 16 of the scheme. The scheme of 2 amalgamation is at Exhibit A to the petition and clause 16 appears at page 48 thereof. Mr.Jamsandekar on instructions makes a statement that any modification/amendments of the scheme would be made after due compliance with the provisions of law and where ever necessary under section 392 of the Companies Act, 1956. 2 In the light of this statement, the objection of Mr.Avasia that clause 16 confers absolute discretion on the Board of Directors or any committees thereof will not survive. 3 The sanction of this Court is sought to the scheme of amalgamation of Siemens Healthcare Diagnostics Ltd which is the transferor company with Siemens Limited, transferee company. 4 It is stated that the petitioner has complied with the requirements of law and directions of this Court. An undertaking is also given that all statutory compliances would be made. Undertaking is accepted. 5 The Regional Director has filed an affidavit and has stated that the scheme does not appear to be prejudicial to the interest of share-holders and 3 public but for the contents of para 6(a) to 6(c) of the affidavit. 6 As far as the first objection is concerned, on instructions it is stated that the transferor is situated at Ahemdabad and the petition is filed in the Gujarat High Court seeking sanction to the present scheme which is pending. This objection, therefore, does not survive. Further, so far as the second objection is concerned, the petitioner undertakes to file the amended copy of the Memorandum of Association alongwith Form 21 with the Registrar of Companies. This undertaking is also accepted. 7 As far as the contents of para 6(c) of the affidavit of Regional Director is concerned, the undertaking of both companies is accepted to the effect that they would recover the excess amounts and bear any tax liability as well. The undertakings given by both transferor and transferee company in this behalf is accepted. 8 In these circumstances, I do not see any impediment in sanctioning the scheme, particularly because it is not contrary to the provisions of law nor is it contrary to public policy. Further, the scheme can be approved subject to sanction of the Hon’ble Gujarat High Court in the petition filed by the 4 transferor company. Additionally, the scheme is in the interest of the share- holders, creditors and workers as well. For all these reasons, the company petition is made absolute in terms of prayer clauses (a) to (j). 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 petitioner to pay costs of Rs.10,000/- to the Regional Director. 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 alongwith the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.DHARMADHIKARI, J)