IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 247 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 172 OF 2011 HV TRANSMISSIONS LIMITED ……...Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO. 248 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 173 OF 2011 HV AXLES LIMITED ………..Petitioner / Transferee Company In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; In the matter of: The Scheme of Amalgamation of: (i) HV Transmissions Limited (“Transferor Company”); with (ii) HV Axles Limited (“Transferee Company”) and their respective shareholders. 2 CORAM: S.J. Kathawalla J. DATE: 29th July, 2011 Mr. Nandish Vyas along with Mr. Molla Hasan, i /b. AZB & Partners, Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator, present in CSP No.247 of 2011. Ms. S. V. Bharucha i/b Dr. T. C. Kaushik for Regional Director in both Petitions. 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 a Scheme of Amalgamation of HV Transmissions Limited, the “Transferor Company” with HV Axles Limited, the “Transferee Company” and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 4. The Official Liquidator has filed his report in Company Scheme Petition No. 247 of 2011 stating therein 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. 3 5. The Regional Director has filed an affidavit stating therein that save and except what is stated in paragraphs 6(a) and 6(b) thereof, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit the Regional Director has stated that :- “(a) As per clause 12.1 of the scheme the name of the Transferee Company is proposed to be changed to “TML Drivelines Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. (b) Clause 12.2 of the Scheme deals with change in Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Companies Act, 1956 and to file amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies.” 6. In response to the issue raised by the Regional Director in paragraph 6(a) of the said Affidavit, the Counsel appearing for the Petitioners gives an undertaking on behalf of the Transferee Company that the Transferee Company will comply with the provisions of Section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of 4 Companies and agrees that the proposed change of name shall be subject to availability. The undertaking is accepted. 7. In response to the issue raised by the Regional Director in paragraph 6(b) of the said Affidavit, the Counsel appearing for the Petitioners gives an undertaking on behalf of the Transferee Company that the Transferee Company will comply with the provisions of Section 40 read with Section 18 of the Companies Act, 1956 and to file an amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies. The undertaking is accepted. 8. From the material 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. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 247 of 2011 filed by the Transferor Company is made absolute in terms of the prayer made under clauses (a) to (l) and the Company Scheme Petition No. 248 of 2011 filed by the Transferee Company is made absolute in terms of the prayer made under clauses (a) to (l). 10. 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 60 days from the date of the order. 11. The Petitioners in Company Scheme Petitions No. 247 of 2011 and 248 0f 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western 5 Region, Mumbai and the Petitioner in the Company Scheme Petition No. 247 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. Kathawalla J.)