1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.682 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.998 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Seinumero Engineering India Limited and Tushar Auto Parts Private Limited with Seinumero Nirman Private Limited and their respective members Seinumero Engineering India Limited…Petitioner/First Transferor Company AND ‘ COMPANY PETITION NO.683 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.999 OF 2008 Tushar Auto Parts Private Limited…Petitioner/Second Transferor Company AND COMPANY PETITION NO.684 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1000 OF 2008 Seinumero Nirman Private Limited…Petitioner/Transferee Company Mr. Hemant Sethi i/b. Hemant Sethi & Co for the Petitioners 2 Mr. S. Ramakantha, Deputy Official Liquidator in Company Petition No 682 of 2008 and 683 of 2008. Mr. Kishore Tembe – Secured Creditor for Rupee Co-operative Bank Ltd. Ms.Heena Shah i/b S. K. Mohapatra for the Regional Director in all the petitions. CORAM: S.J. VAZIFDAR J. DATE: 06 TH MARCH 2009. P.C.: 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Seinumero Engineering India Private Limited and Tushar Auto Parts Private Limited, the Transferor Companies with Seinumero Nirman Private Limited, Transferee Company and their respective members. 2. The Petitioners have complied with all the requirements as per directions of this Court. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 3. The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in proper manner and that the Transferor Companies may be ordered to be wound up. 3 4. The learned Counsel appearing on behalf of Rupee Cooperative Bank Limited, the Secured Creditor has stated that the Bank has consented to the proposed Scheme of Amalgamation subject to certain conditions being complied with by the Transferee Company which are briefly stated in letter dated 28th August 2008 of the Bank. A copy of this letter is taken on record and marked “X”. The learned counsel appearing on behalf of the Transferee Company on instructions makes a statement and undertakes to this Court that the conditions contained in the said letter will be complied with by the Transferee Company. 5. The Scheme appears to be fair and reasonable and not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer of clause (a). 7. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this order. 8. The Petitioners in all the Companies to pay a cost of Rs.7,500/- each to the Regional Director. Petitioners in Company Petition No.682 of 2008 and 683 of 2008 to pay cost of Rs.7,500/- each to the Official 4 Liquidator. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.J VAZIFDAR, J.)