1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.264 OF 2010 CONNNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.157 OF 2010 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Amalgamation of Triseal Products Private Limited with Trimoorty Autodeco Components Private Limited. Triseal Products Private Limited ) A Company incorporated and ) registered under the Companies Act I of ) 1956 and having its registered office at ) Survey No. 17/2/2, Kanchanmrug ) Society, Om Bunglow No. 5, ) Ganeshnagar, Wadgaon Dhayari, ) Pune 411041. ) .. .. Petitioner (Transferor Company) AND COMPANY SCHEME PETITION NO.265 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.158 OF 2010 Trimoorty Autodeco Components ) Private Limited ) A Company incorporated and registered) under the Companies Act I of 1956 and ) having its Registered office at B7/9, ) Gururaj Society, Pune Satara Road, ) Padmavati, Pune 411037 ) .. .. Petitioner (Transferee Company) 2 Mr. N. Engineer i/b RMG Law Associates, Advocates for the Petitioner in both the Petitions. Mr. C. J. Joy i/b Mr. S. K. Mohopatra for Regional Director in both the Petitions. Dr. T. Pandian, Official Liquidator present in Company Scheme Petition No.264 of 2010. CORAM : S. J. Vazifdar, J. DATE : 15th April 2011 P.C.: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Triseal Products Private Limited with Trimoorty Autodeco Components Private Limited. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of the court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes 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 save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of 3 shareholders and public. In paragraph 6 of the Affidavit it is stated that: “That the Deponent further submits that as stated in clause 16 of the scheme the date for taking effect to the present scheme of amalgamation i.e. 30/09/2010 has already expired. Hence, it is most respectfully submitted that the Transferor and Transferee Company have passed the board resolution dated 17/09/2010 extending the time up to 30/06/2011”. 5. The Board Resolution dated 17th September 2010 to that effect is already passed extending the time till 30th June 2011 by both the companies. The said resolution is being tendered in the Court. 6. The Official Liquidator has filed his report in Company Scheme Petition No.264 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the 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 public policy. None of the parties concerned have come forward to oppose the scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.264 of 2010 is made absolute in terms of prayer clauses (a) to (e) and Company Scheme Petition No. 265 of 2010 is made absolute in terms of prayer clauses (a) to (e). 4 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 Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and Petitioner in Company Scheme Petition No.264 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and Issuance of drawn up order is disposed with. 12. All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)