IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.906 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.926 OF 2008 In the matter of The Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act, 1956 And In the matter of International Auto Limited And In the matter of the Scheme of Amalgamation of: International Auto Limited And IAL Construction & Agri Equipments Private Limited With RSB Transmissions (I) Ltd International Auto Ltd …Petitioner / Transferor Company AND COMPANY PETITION NO.907 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.927 OF 2008 IAL Construction & Agri Equipments Private Limited …Petitioner / Transferor Company WITH COMPANY PETITION NO.908 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.928 OF 2008 RSB Transmissions (I) Ltd …Petitioner / Transferee Company Mr. Devesh Juvekar i/b Khaitan & Co. for the Petitioners Mr M. Chandanamuthu, Dy O. L. in Company Petitions No.906 of 2008 and 907 of 2008. Mr. M. S. Bhardwaj and Mr. D. A. Dubey i/b Mr. S. K. Mohapatra for R. D. in all matters. Ms. Swati Barmugade i/b India Law Alliance for the Objector. CORAM : A. M. Khanwilkar, J. DATE : 26th June, 2009 P.C: 1. 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 Amalgamation of International Auto Limited and IAL Construction & Agri Equipments Private Limited (the Transferor Companies) with RSB Transmissions (I) Ltd (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 thereunder. 4. The Regional Director has filed an Affidavit stating therein that the 2 Scheme is not prejudicial interest of creditors and shareholders and public. 5. The Official Liquidator has filed his Report in Company Petition No.906 of 2009 and 907 of 2009 stating 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. 6. 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 proposed is not prejudicial to the interest of share holders or creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 7. Travel Corporation (India) Ltd. had filed Affidavit of Objection dated 12th February, 2009 opposing the above Scheme of Amalgamation. Counsel/Advocate appearing for Travel Corporation (India) Ltd. states that his client has received the entire claim and tenders a letter dated 24th June 2009 from Travel Corporation (India) Ltd. giving no objection to the Scheme of Amalgamation. 8. There is no objection to the scheme and since all the requisite statutory 3 compliances have been fulfilled, Company Petition No.906 of 2008 and Company Petition No.907 of 2008 filed by the Transferor Companies are made absolute in terms of prayers clauses (a) to (g). Company Petition No.908 of 2008 filed by the Transferee Company is made absolute in terms of prayer clause (a) to (g). 9. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose 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 the order. 10. The Petitioners in all the Company Petitions to pay Cost of Rs.7500/- each to the Regional Director. The Petitioners in Company Petition Nos.906 of 2009 and 907 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. 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 the scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4