1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.270 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.258 OF 2010 In the matter of Sections 391 to 394 read with Section 100 to 104 of the Companies of the Companies Act, 1956; And In the matter Visteon Automotive (India) Private Limited; And In the matter of Scheme of Arrangement between Visteon Automotive (India) Private Limited and Visteon Technical and Services Centre Private Limited and their respective shareholders and creditors. Visteon Automotive (India) Private Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Survey No. 279, ) Village Maan, Taluka Mulshi, Pune 411 057 ) ....Petitioner/ Demerged Company Mr. Amish Shroff i/b Rajani Associates for the Petitioner. Mr. P. Ramrao, Official Liquidator. present. Mr. C.J.Joy with Zuber Dada i/b S.K. Mohopatra for the Regional Director. CORAM: S.J. Vazifdar, J. DATE: 9th July, 2010 PC: 1. Heard learned counsel for the Parties. 2 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 read with 100 to 104 of the Companies Act, 1956 to the Scheme of Arrangement between Visteon Automotive (India) Private Limited and Visteon Technical and Services Centre Private Limited and their respective shareholders and creditors. 3. The Registered Office of the Resulting Company is situated at Chennai in the State of Tamil Nadu. The counsel appearing on behalf of the Petitioner states that the said Resulting Company has filed its Petition for obtaining sanction to the said Scheme in the High Court of Madras and the said Scheme has been sanctioned by the High Court of Madras on June 16, 2010. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to company 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 an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.270 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (g) of the Petition. 7. The Petitioner 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. 8. The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Cost to be paid within four weeks from today. 3 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.J. Vazifdar, J.)