1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.516 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.48 OF 2011 In the matter of Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Nirmiti Autocomponents Private Limited And In the matter of Scheme of Arrangement in the form of Amalgamation between – Nirmiti Autocomponents Private Limited And Western Pressing Limited With Autoline Industries Limited Nirmiti Autocomponents Private Limited ... Petitioner Company (First Transferor Company) AND COMPANY SCHEME PETITION NO.517 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.49 OF 2011 Western Pressings Limited .... Petitioner Company (Second Transferor Company) 2 AND COMPANY SCHEME PETITION NO.518 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.50 OF 2011 Autoline Industries Limited ...Petitioner Company (Transferee Company) Mr. Rahul Risbud & Mr. Vikas Mahangare, Advocates for Petitioners in all Petitions. Mrs. R.N. Sutar, Asstt. Official Liquidator, present in C.S.P. Nos.516 of 2011 and 517 of 2011 Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions CORAM: S. C. Dharmadhikari, J. DATE: 18th November, 2011 PC. : 1. Heard learned Advocate for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement in the form of Amalgamation of Nirmiti Autocomponents Private Limited and Western Pressing Limited with Autoline Industries Limited. 3. The Advocate appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner 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 Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper 3 manner and that the Transferor Companies may be ordered to be dissolved. 5. The Regional Director has filed an Affidavit stating therein that save and expect as stated in paragraph 6 of the 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 that:- “That the Deponent further submits that, Clause 15.2 of the Scheme deals with change in Main Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of Section 40 read with Section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Companies through its counsel undertake to comply with provisions of Section 40 read with Section 18 of the Companies Act, 1956 and to file an amended copy of the Memorandum of Association alongwith Form No.21 with the Registrar of Companies. The said undertaking is accepted. 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. None of the parties concerned have come forward to oppose the Scheme. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.516 of 2011 to 518 of 2011 are made absolute in terms of prayer Clause (a) of the respective Petition. 8. The Petitioners in the Company Scheme Petition Nos. 516 of 2011 to 518 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioners in Company Scheme Petition 4 Nos.516 of 2011 and 517 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. The Petitioners to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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. Petitioners to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11. Filing and issuance of the drawn up Order is dispensed with. 12. All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari, J.)