IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 408 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 548 OF 2008 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Platinum Diamonds Private Limited AND IN THE MATTER of the Scheme of Amalgamation of Platinum Diamonds Private Limited with Interjewel Private Limited Platinum Diamonds Private Limited … Petitioner Mr. Yogesh Adhia for the Petitioner Mr. S. Ramakantha, Dy. Official Liquidator Mr. N. D. Sharma i/b with Mr. S. K Mohapatra for the Regional Director. CORAM : S.A BOBDE .J DATE : 12th September 2008 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Platinum Diamonds Private Limited with Interjewel Private Limited. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Company also undertakes to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The above named Petitioner company is the Transferor Company. No separate Petition is filed by Interjewel Private Limited, the Transferee Company as per the Order passed by this Court in Company Application No. 548 of 2008 on 2nd May 2008. 5. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. However, in paragraph 6 of the affidavit, the Regional Director has submitted that there is no mention in the Petition that the Petitioner and Transferee Company have complied with the Accounting Standard 14 issued by the Institute of the Chartered Accountants of India and therefore, the Transferee Company be directed to undertake that it shall comply with the accounting treatment as prescribed under Accounting Standard 14. The Transferee Company through Counsel appearing for the Petitioner undertakes that the necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the same would be made in the finalized audited accounts of the Transferee Company for the year ended 31st March 2009. The said undertaking is accepted. 6. The Official Liquidator has filed report in Company Petition No. 408 of 2008 stating that the affairs of Transferor Company have been conducted in a proper manner. 7. Upon perusal of the entire material placed 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. Moreover, the Regional Director has stated the Scheme proposed is not prejudicial to the interests of the shareholders, creditors and public and the Official Liquidator has stated in his report that the affairs of the Transferor Company have been conducted in a proper manner. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 408 of 2008 is made absolute in terms of prayer clauses (a) to (g) of the Petition. 9. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose 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 Petitioner to pay cost of Rs. 7500/- each to the Regional Director and the Official Liquidator. Costs to be paid within 4 weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. A. BOBDE J)