1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 975 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1279 OF 2007 Rushi Auto-Industries Private Limited. .…Transferor Company COMPANY PETITION NO 974 OF 2007 CONNECTED WITH COMPANY APPLICATION NO 1280 2007 Ruby Bus Private Limited. .…Transferee Company Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. Mr. S. Ramakantha Dy. OL in C.P No. 975 of 2007 Mr. C. J. Joy i/b Mr. S.K Mohapatra for the Regional Director in both the Petitions. CORAM A.M KHANWILKAR.J DATE: 8th FEBRUARY 2008 P.C.: Heard learned counsel for parties. 1. Leave to amend Company Petition as per draft amendment handed in is In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement and Amalgamation of Rushi Auto-Industries Private Limited with Ruby Bus Private Limited and their Respective Shareholders. 2 allowed. Amendment to be carried out within one week from today. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement and Amalgamation of Rushi Auto-Industries Private Limited, the transferor Company with Ruby Bus Private Limited, the transferee company and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the r 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 and has raised 2 contentions (1) the share exchange ratio as stated in clause 5.1 of the scheme is not in conformity with the swap ratio as stated in the valuation report dated 7/11/2007 prepared by M/s. Poonawala and Associates, Chartered accountants. In this connection petitioner companies may be directed to clarify the correct position in respect of the same and make necessary amendments/corrections in the clause 5.1 of the scheme. (2) Clause 7 of the scheme provide for the accounting treatment in detail, but there is no mention whether the petitioner company have complied with the accounting standard 14 issued by The Institute Of Chartered Accountants Of India. In this connection petitioner company may be directed to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard 14 i.e. ’Accounting for Amalgamation’ issued by The Institute Of Chartered Accountants. 5. In so far as first contention raised by the Regional Director, it is stated that in clause 5.1 of the Scheme there is typographical error for which leave to amend the Scheme is sought. 6. In so far as second contention raised by the Regional Director, the counsel appearing for the Petitioner undertakes that necessary disclosure required under the requisite Accounting Standards would be complied with and the said undertaking is accepted. 7. The Official Liquidator has filed report in Company Petition No 975 of 2007 stating that the affairs of transferor Company has been conducted in a 3 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 Nos. 975 of 2007 is made absolute in terms of prayer clause (a) and Company Petition No. 974 of 2007 is made absolute in terms of prayer clause (a) to (d). 10. 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. 11. The Petitioners in both the Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. Petitioner in Company Petition No. 975 of 2007 to pay to the Official Liquidator, High Court, Bombay sum of Rs. 5000/-. Costs to be paid within 4 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)