1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.393 OF 2008 In the matter of Kirloskar Power Equipments Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered office at 5/4, Nagar Road, Pune 411 014; and In the matter of the Scheme of Arrangement and Amalgamation of Kirloskar Power Equipments Ltd., a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 5/4, Nagar Road, Pune 411 014 (KPEL or Demerged Company or Petitioner Company) and Kaytee Switchgear Limited a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at KEC Compound, Industrial Suburb, Rajajinagar, Bangalore 560 010 (KSL or Transferor Company) with Kirloskar Electric Company Ltd. a company incorporated under the provisions of the Mysore Companies Act XVIII of 1938 and having its registered office at Industrial Suburb, Rajajinagar, 2 Bangalore 560 010 (KECL or Transferee company) Kirloskar Power Equipments Ltd. .. Petitioner Mr.Sanjay Jain and Mr.Kunal Mehra i/b. AZB & Partners for petitioner Ms.Nisha Valuni i/b. M/s.S.K.Mohopatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for the parties. 2. The sanction of the Court is sought under section 391 to 394 of the Companies Act, 1956 to a scheme of Arrangement and Amalgamation of Kirloskar Power Equipments Limited "Demerged Company" and Kaytee Switchgear Limited "Transferor Company" with their respective shareholders and creditors. 3. Counsel appearing on behalf of the 3 petitioner has stated that they have complied with all statutory requirements as per directions of this 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. 4. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as 4 proposed is not prejudicial to the interest of shareholders, creditors and the public. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.393 of 2008 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (k). 7. It is clarified that since the registered office of the Transferor company and the transferee company are at Bangalore, the present scheme is sanctioned subject to the sanction of the said scheme by the High Court of Karnataka. 8. The petitioner company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purposes of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of 5 the order. 9. The petitioner to pay cost of Rs.5000/- to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)