1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.959 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1212 OF 2007 AND COMPANY APPLICATION NO.320 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Veena Castings and Components Private limited and Sipra Engineers Private Limited. Veena Castings and Components Private Limited, } A Company incorporated under the provisions of } Companies Act, 1956 having its registered Office } At 93-A, Mittal Tower, Nariman Point, Mumbai } 400021 } .…Petitioner Company CORAM :A.M KHANWILKAR.J DATE : 17th MARCH 2008 Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Mr. S. Ramakantha, Dy. OL Ms. Heena Shah and C.J Joy for R.D P.C Heard learned counsel for parties. 2 1. Perused Company Application No.320 of 2008. The counsel appearing for the Regional Director has no objection for allowing the amendment to the Scheme. C.A. No.320 of 2008 is made absolute in terms of prayer clause (a). Amendment to be carried out within 2 weeks. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between between Veena Castings and Components Private limited, the Petitioner /Transferor Company and Sipra Engineers Private Limited, the Transferee Company and their Respective Shareholders. Petitioner Company is a wholly owned subsidiary of the Transferee Company and all the shares of the Petitioner Company are presently held by the Transferee Company and its nominees. 3. 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. 4. In paragraph 25 of the Petition it is averred that the Transferee Company has been advised not to file any separate application/proceedings for sanction of the Scheme of Amalgamation and therefore the filing of a separate Application/Petition by the Transferee Company is not necessary. Reliance is placed on the judgment of this Honorable Court in Mahaamba Investment Limited V/s. IDI Limited (2001) 105 Company Cases page 16 to 18 inter alia observed and held that if the Scheme of Amalgamation 3 provides for no issue of equity shares to the members of the Transferor Company, being wholly owned subsidiary of the Transferee Company, and the Creditors of the Transferee Company are not likely to be affected by the Scheme in view of the financial position of the Transferor Company, separate Petition by the Transferee Company was not necessary. 5. 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 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. 6. The Counsel appearing for the Petitioner undertakes that necessary compliance of Accounting Standard 14 issued by the Institute of Chartered Accountants of India would be made and the said undertaking is accepted. 7. The Official Liquidator has filed report stating that the affairs of Petitioner Company has been conducted in a proper manner. 8. Upon perusal of the entire material on record, 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer 4 clause (a). 10. 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. 11. The Petitioners to pay cost of Rs. 5000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. Petitioner to comply with all statutory compliances, applicable, if any. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J)