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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 ..... 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 come before the Court to oppose the Scheme and nor has any party contravened any averments made in the Petition. 2. The sanction of the Court is sought to the modified Scheme of Amalgamation and Arrangement between Eaton Industries Private Limited and Internormen Filters Private Limited and Eaton Technologies Private Limited and their Respective Shareholders (as explained at paragraph 9 below. 3. The Counsel for the Petitioner submits that the Transferor Company i.e. Eaton Industries Private Limited is engaged in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 subsidiaries of the Transferee Company. Pursuant to the Eaton Group's strategy to integrate its businesses in India, in order to maintain a simple corporate structure and eliminate duplicate corporate procedures, it is desirable to merge and amalgamate all the Undertaking (as defined in the modified Scheme) of the Transferor Company into the Transferee Company. The amalgamation of the Undertaking of the Transferor Company into the Transferee Company will facilitate consolidation of all the Undertakings in order to enable effect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 are held by Foreign Body Corporate . Hence while giving effect to the Scheme, by buying back of shares by the Transferee Company from the shareholders of Transferee Company, the Transferee company has to comply with provisions of FEMA/RBI regulation as applicable in this regard. (b) Clause 18 of the Scheme provides for insertion of a new object clauses in the Memorandum of Association of Transferee Company. In this regard, the Transferee Company may be directed to pass necessary resolution for amendment of obj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 vested in Eaton Technologies Private Limited pursuant to the amalgamation of Eaton Industries Private Limited with Eaton Technologies Private Limited on the revised Scheme becoming effective) are recorded at fair value in the case of all tangible and intangible assets and liabilities and at book value in case of all other assets and liabilities in accordance with the Accounting Standards 14 (Purchase Method). 10. The reasons for modification has been stated in paragraph 5 of additional Affidavit dated 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 are satisfied with the undertaking and submission given by the Petitioner Companies. The said undertaking given by the Petitioner Companies is accepted. 13. The Official Liquidator has filed his report on 24th May 2016 in Company Scheme Petition Nos. 148 of 2016 and 149 of 2016 stating therein that the affairs of the Transferor Companies (Internormen Filters Private Limited and Eaton Industries Private Limited) have been conducted in a proper manner and that the Transferor Companies may be o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... udication 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 with E-Form 21 / E-Form INC 28 in addition to physical copy as per the provisions of the Companies Act 1956 / 2013. 18. The Petitioner Companies to pay cost of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition No. 148 of 2016 and 149 of 2016 to pay Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 19. Filing and issuance o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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