1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.98 OF 2008 Shrijee India Exports Pvt.Ltd. .. Petitioner and Kagzi Brothers Pvt.Ltd. .. Company WITH COMPANY PETITION NO.99 OF 2008 Kagzi Brothers Pvt.Ltd. .. Petitioner And Shrijee India Exports Pvt.Ltd. .. Company Mr.Zal Andhyarujina with Rajesh Shah i/b. Rajesh Shah & Co. for petitioners Mr.C.J.Joy with Mr.Bhosale for Regional Director Mr.S.Ramakanta, Dy.O.L. present. Mr.Vijay Kanuga for Ashta Bhuja Enterprises CORAM : S.C.DHARMADHIKARI, J. DATE : 24th April 2008 P.C. . Heard learned Counsel for the parties. 2 2. The sanction of the Court is sought under section 391 to 394 of the Companies Act, 1956 to the scheme of amalgamation of Shrijee India Exports Pvt.Ltd. with Kagzi Brothers Pvt.Ltd. 3. The Counsel appearing on behalf of the petitioners have stated that they have complied with all requirements as per directions of this Court. Moreover, the 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 scheme is not prejudicial to the interest of creditors, shareholders and general public at large. So far objection raised in para 6 of the affidavit opposing the scheme is concerned, the Counsel appearing for petitioners undertake to comply 3 with the Accounting Standard 14 i.e. "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India. The undertaking is accepted. 5. The O.L. has filed report in Company Petition No.98 of 2008 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. 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. More over, both R.D and O.L. have stated that the scheme as proposed is not prejudicial to the interest of shareholders, creditors and public at large. 4 7. There is no other objection from the statutory authorities to the scheme as requisite statutory compliances have been fulfilled. 8. The only private objector who is having a claim against the transferee company is present in court. It is not necessary to scrutinise his claim in details because all that he states is that the company owes him some monies as the vehicles of the company and that of the Directors had availed of the facilities at his Petrol Pump. They did not pay the amounts which were due and payable under the accounts. The claim is denied by the company. Apart from stating that the same is time barred, it is pointed out that the claim has been settled and reliance is placed upon a communication dated 25th March 2008 in that behalf. 9. Considering that the claim of the caveator is of Rs.1,60,765.04 which is comprising 5 of the bill amount of Rs.25,000/- approximately and balance due is claimed on account of interest for the facilities which are availed of in March 2003, so also the report of the Regional Director and O.L. which are forwarded after scrutiny of the relevant papers and documents including books of accounts, it is not necessary to issue any directions. The Objector can proceed to claim the amount by instituting such proceedings as are permissible in law. The scheme is, therefore, sanctioned. 10. In the light of the above, Company Petition No.98 of 2008 is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.99 of 2008 is made absolute in terms of prayer clauses (a) to (i). 11. The petitioner companies to lodge a copy of this order and the scheme with the concerned Superintendenet of Stamps for the purpose of 6 adjudication of stamp duty payable, if any, on the scheme within 30 days of obtaining certified copy/authenticated copy of this order. 12. Cost of Liquidator and Regional Director to be paid quantified at Rs.5000/- in each petition. Costs to be paid within four weeks from today. 13. Filling and issuance of the drawn up order is dispensed with. 14. All concerned to act on an authenticated copy of this order. (S.C.Dharmadhikari, J)