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TMI Blog2016 (8) TMI 1605X X X X Extracts X X X X X X X X Extracts X X X X ..... law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 148 of 2016 and 150 of 2016 filed by Eaton Industries Private Limited and Eaton Technologies Private Limited are made absolute - Application allowed. - B.P. Colabawalla, J. Mr. Hemant Sethi along with Mr. Ajit Singh Tawar i/b Mr. Hemant Sethi Co. Advocates,. Mr. Rahul Tiwari i/b Pankaj Kapoor for Regional Director in all the Petitions. Mr. Vinod Sharma, Official Liquidator, High Court, Bombay, a/w Ms. Yogini Chauhan, Deputy Official Liquidator, present. ORDER PC: 1. Heard the learned Counsel for the Petitioner Companies. No objector has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... legal entities within the fold of Eaton-Cooper Group in India. Due to the Indian business environment becoming very complex and tenuous, the Eaton Group felt the need to integrate the Eaton and Cooper structures in order to achieve operational synergies and centralized control and management and allow the Eaton Group to react quickly to business environment changes, establish coherent leadership, and increase operational efficiency. Pursuant to the internal restructuring exercise, the Eaton Group has recently merged significant electrical businesses within the fold of Eaton and Cooper entities. Another merger of entities engaged in hydraulics and automotive manufacturing business is in process. Transferor Company is wholly owned subsidiarie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies through their Counsel undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 or Companies Act 2013, as may be applicable and the rules made there under. The said undertaking is accepted. 8. The Regional Director has filed an Affidavit on 16th June 2016 stating therein that save and except as stated in paragraph 6 (a) to (c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that : The Deponent further submits that:- (a) The shares of Transferee Company ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons made in paragraph 6(a) and 6(c) of the Regional Director s affidavit is concerned, the Counsel for the Petitioners tenders affidavit dated 26th July 2016 filed by the Transferor Companies and the Transferee Company and has placed on record that their board of directors resolved for (a) deletion of Part-C of the Scheme relating to the buy-back of shares of the Transferee Company and (b) exclusion/deletion of Internormen Filters Private Limited as one of the two Transferor Companies from the Scheme such that the only Transferor Company is Eaton Industries Private Limited, and (c) modification of clause 13.2 of the Scheme to the effect that the assets and liabilities of Eaton Industries Private Limited (which will be transferred to and ves ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n clause 18.1 of the modified Scheme is being done as an integral part of the modified Scheme and the modified Scheme has been approved by all the shareholders of the Transferor Company (Eaton Industries Private Limited) and the Transferee Company. The Transferee Company undertakes to comply with the provisions of Section 13(1) and (6) read with section 15 of the Companies Act, 2013 corresponding to section 40 read with section 18 of the Companies Act, 1956 by filing an amended copy of Memorandum of Association with necessary forms with Registrar of Companies. 12. The Counsel for the Regional Director on instructions of Joint Director in the office of Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dified Scheme as annexed at Annexure-C to the additional Affidavits of Eaton Industries Private Limited and Eaton Technologies Private Limited dated 26th July 2016 (Scheme Petition No. 148 of 2016 and 150 of 2016) is approved and made absolute by this Court. 16. The Transferee Company to lodge a copy of this order and the modified 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 receipt of the order. 17. The Transferee Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along ..... X X X X Extracts X X X X X X X X Extracts X X X X
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