IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.379 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.440 OF 2009 TECHNICAL INSTRUMENTS MANUFACTURERS (INDIA) LIMITED …………Petitioner / Transferor Company In the matter of Scheme of Amalgamation of Technical Instruments Manufacturers (India) Limited (“the Transferor Company’) with Asian Paints Limited (‘the Transferee Company’) and Their Respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Ms. Pournima Awasthi and Y. R. Mishra i/b Mr. S.K. Mohapatra for Regional Director. Mr. P. Rama Rao, Official Liquidator present. CORAM: S. J. Kathawalla , J. DATE: 24th July, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Technical Instruments (India) Limited, the Transferor Company with Asian Paints Limited, the Transferee Company and their respective shareholders. 3. The Petitioner which is the Transferor Company is the wholly owned subsidiary of the Transferee Company. By Order dated 23rd April, 2009 passed by this Court in Company Application No.440 of 2009 the filing of the separate Application and petition by the Transferee Company was dispensed with in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. Hence no separate Petition was filed by Asian Paints Limited, the Transferee Company. 2 4. Counsel appearing on behalf of the Petitioner has stated that it has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed Affidavit stating that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed report in Company Petition No.379 of 2009 stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 7. 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 3 any public policy. No other parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public and the Official Liquidator has stated that the affairs of the Petitioner Company have been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.379 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (d) of the Petition. 9. The Petitioner Company 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 30 days from the date of the order. 4 10. The Petitioner company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5