1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.606 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.590 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Oerlikon Textile Components India Private Limited And In the matter of the Scheme of Amalgamation of - Oerlikon Textile Components India Private Limited Into Oerlikon Textile India Private Limited Oerlikon Textile Components India Private Limited …Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO.607 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.591 OF 2011 Oerlikon Textile India Private Limited …Petitioner/Transferee Company Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates for the Petitioners in both the Petitions. Ms. Purnima Awasthi i/b Dr. T.C. Kaushik for Regional Director in both the Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator in Company Scheme Petitions No.606 of 2011. 2 CORAM: S. C. Dharmadhikari J Dated: 23rd December, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Oerlikon Textile Components India Private Limited into Oerlikon Textile India Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 thereunder. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may be ordered to be dissolved. 3 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 Scheme Petition No.606 of 2011 filed by the Transferor Company and Company Scheme Petition No.607 of 2011 filed by the Transferee Company is made absolute in terms of prayer clause (a) of the respective Petition. 8. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, Petitioner in Company Scheme Petition No. 606 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 today. 9. The Petitioner Company to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy within 30 days from the date of issuance of the order by the Registry. 10. The Petitioner Companies 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 4 purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J)