1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 736 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.829 OF 2007 Warrior (Investment) Limited …Petitioner/Transferor Company WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 737 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 830 OF 2007 Forbes Campbell Holding Limited …Petitioner/ Transferor Company IN THE MATTER of Scheme of Amalgamation of Warrior (Investment) Limited and Forbes Campbell Holding Limited with Forbes Finance Limited and their respective Shareholders. Mr. Harinder Toor alongwith Ms. Renuka Shetty i/b Crawford Bayley & Co. 2 for the Petitioners. Mr. S. Ramakantha , Dy. Official Liquidator. Mr. C. J Joy i/b Mr. S.K. Mohopatra for Regional Director. 3 CORAM: A. M. KHANWILKAR, J. DATE: 29th February, 2008 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Warrior (Investment) Limited and Forbes Campbell Holding Limited, the Transferor Companies with Forbes Finance Limited, the Transferee Company and their respective shareholders and creditors. The Transferee Company has its Registered Office in Chennai and hence the approval of this Court is sought subject to approval of the High Court of Madras. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per directions of this Hon'ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. So far paragraph 6 of the Affidavit is concerned, the Petitioners through their Counsel undertakes to comply with the Accounting treatment as prescribed under the Accounting Standard – 14 i.e. “ Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India . The said undertaking is accepted. 5. The Official Liquidator has filed the report in Company Petition No.736 of 2007 and 737 of 2007 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the 4 Transferor Companies 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. None of the Parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of shareholders and creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 736 of 2007 and 737 of 2007 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (f) subject to the Scheme also being approved by the Madras High Court on a Petition filed by the Transferee Company. 8. The Transferee Company to lodge a 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 certified copy and/or an authenticated copy of this Order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.5000 each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this Order duly authenticated by the Registry. Petitioners to comply with all statutory compliances, applicable, if any. 5 A. M. Khanwilkar, J