1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.528 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.605 OF 2009 KARLA ENGINE COMPONENTS LIMITED ...Petitioner / First Transferor Company. WITH COMPANY PETITION NO.529 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.606 OF 2009 PERFECT ENGINE COMPONENTS PRIVATE LIMITED ...Petitioner / Second Transferor Company. WITH COMPANY PETITION NO.530 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.607 OF 2008 PERFECT ENGINEERING PRODUCTS LIMITED …Petitioner / Transferee Company 2 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. P. Ramarao, Official Liquidator in CP No.528 of 2009 and 529 of 2009. Ms. Poornima Awasthi and Mr. S. C. Pal i/b Mr. S. K. Mohapatra for Regional Director in all Company Petition. Ms. Amruta Bathe i/b Rahul Risbud, for Objector. CORAM: S. J. Kathawalla, J. DATE : 11th September, 2009. PC: 1. Heard learned counsel for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of KARLA ENGINE COMPONENTS LIMITED, the First Transferor Company and PERFECT ENGINE COMPONENTS PRIVATE LIMITED, the Second Transferor Company with PERFECT ENGINEERING PRODUCTS LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of shareholders and public . 5. The Official Liquidator has filed report in Company Petition Nos.528 of 2009 and 529 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 4 6. M/s. Arihant CNC Pvt. Ltd., one of the creditor of the Transferee Company has filed its Affidavit of objection to the proposed Scheme of Amalgamation. However, the Transferee Company has filed an Affidavit wherein it is stated that the said Creditor has now obtained the no objection subject to realization of cheques on due dates. The Transferee Company through their Advocate undertake to realise the cheque on due dates. The said undertaking is accepted. 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 any public policy. None of the 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 share holders and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 8. There is no objection to the Scheme, save and except as stated in paragraph 6 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.528 of 2009 and 529 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j). Company Petition No.530 of 2009 filed by the Transferee 5 Company is made absolute in terms of prayer clauses (a) to (i) 9. The Petitioner Companies 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 . 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioners in the Company Petition Nos.528 of 2009 and 529 of 2009 filed by the Transferor Companies. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)