1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.203 OF 2008 WITH COMPANY APPLICATION NO.221 OF 2008 Gondwana Ispat Limited. .. Petitioner WITH COMPANY PETITION NO.204 OF 2008 WITH COMPANY APPLICATION NO.222 OF 2008 B.S.Ispat Limited .. Petitioner Mr.Hemant Sethi i/b. Hemant Sethi & Co. for petitioners Mr.S.Ramakantha Dy.O.L. in C.P.No.203 of 2008 Mr.C.J.Joy i/b.S.K.Mohapatra for Regional Director in both the petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 2 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a arrangement and Amalgamation of Gondwana Ispat Limited into B.S.Ispat Limited and their respective shareholders. 2. Counsel appearing on behalf of the petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The only contention raised by the Regional Director in his affidavit in reply is that the petitioner company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India. It is further stated that save as aforesaid the scheme is not prejudicial to the interest of Creditors and shareholders and public. 3 4. The Counsel appearing for the petitioner undertakes that necessary compliance of Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India would be made and the said undertaking is accepted. 5. The Regional Director has filed his affidavit in reply and has stated that the scheme is not prejudicial to the interest of Creditors and shareholders and public. 6. The Official Liquidator has filed report stating that the affairs of petitioner company has been conducted in a proper manner and that the petitioner/Transferor company may be ordered to be wound up. 7. Upon perusal of the entire material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions 4 of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 9. The Transferee company to lodge 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 authenticated and/or certified copy of this order. 10. The petitioners in all the companies to pay cost of Rs.5000/- each to the Regional Director and the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks. 5 Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)