9911796707
TMI Blog2013 (7) TMI 1196X X X X Extracts X X X X X X X X Extracts X X X X ..... ER 1. Heard Learned Counsel for the parties. No objector has come before the court to oppose the Scheme and nor any party has contravened any averments made in the Petitions. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 to the Scheme of Arrangement and Amalgamation of Honeywell Turbo (India) Private Limited with Honeywell Turbo Technologies (India) Private Limited and their respective shareholders and creditors. 3. The Learned Counsel for the Petitioner states that the Petitioner in Company Scheme Petition No. 347 of 2013 is inter alia, engaged in the business of manufacturing and sale (domestic and export) of turbochargers and components thereof, import of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which are annexed to the respective Petitions. 6. Learned Counsel for the Petitioner in Company Scheme Petition No. 348 of 2013 states that the Scheme includes reduction of the share capital and utilisation of the Securities Premium Account of the Petitioner/ Transferee Company. It is proposed that on the Scheme of Amalgamation and Arrangement becoming effective, the Issued and Paid-up Share Capital of the Petitioner/ Transferee shall be reduced to Rs. 1,560,000,000/- (Rupees One Hundred and Fifty Six Crore Only) divided into 260,000,000 (Twenty Six Crore) equity shares of Rs. 6/- (Rupees Six) each, and the Authorised Share Capital of the Petitioner/ Transferee Company shall be Rs. 2,599,999,998/- (Rupees Two Hundred and Fifty Nine Crore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mise or arrangement with any creditors of the Petitioner/ Transferee Company and the procedure prescribed under section 101 (2) of the Companies Act, 1956 has been dispensed with as per Order dated 5th April, 2013 passed in Company Summons for Direction No. 322 of 2013 in view of the Special Resolution passed at the Extra Ordinary General Meeting of the Equity Shareholders of the Petitioner/ Transferee Company held on 21st day of February, 2013 approving the said reduction of the share capital and utilisation of the Securities Premium Account of the Petitioner/ Transferee Company, which is annexed at Exhibit 'K' to the Petition and averment made in paragraph 25 of the Petition. 7. The Learned Counsel for the Petitioner Companies further st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 324 Crores by addition of Rs 64 crores. In this regard it is noticed that in the 5th line of clause 11.1 the figure is given as Rs 640,000,002/- instead of Rs 640,000,000/- which may be corrected in the scheme/petition suitably. b) With respect to clause 15.3 of the scheme, it is suggested that, the last sentence of that clause viz "The premium on the New Shares shall be credited to the securities premium account of the Transferee Company" be deleted and substituted by "The difference between the face value and fair value of the new shares issued be credited to Capital Reserve Account of Transferee Company" c) Similarly the words appearing in 'bracket' from 4th line of clause 15.4 of the scheme be substituted by "Comprising of the dif ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies premium account of the Transferee Company". c) the words appearing in 'bracket' from 4th line of Clause 15.4 of the Scheme by substituting ""comprising of the face value of shares issued and the difference between the face value and fair value of the new shares issued credited to capital reserve account as stated under Clause 15.3 of the Scheme" instead of "comprising of face value of shares issued and premium on the New Shares credited to securities premium account as stated under Clause 15.3 above". The Learned Counsel appearing for the Petitioners states that the fair value of the new shares issued in the books of the Petitioner/ Transferee Company would comprise of the face value of shares issued and the difference in face value a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad with such rectification. They also agree with the amendments which are sought by the Advocate for the Petitioner Companies. 14. 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. No other party has come forward to oppose the Scheme in the Court. 15. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 347 of 2013 is made absolute in terms of the prayer clauses (a) to (f) and (h); and the Company Scheme Petition No. 348 of 2013 is made absolute in terms of the prayer clauses (a) to (f), (h) and (i). 16. The Petitioners to lodge a copy of this Order and the Amended Scheme duly authentic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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