1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.491 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.560 OF 2009 Arnita Consultants Private Limited … Petitioner AND COMPANY PETITION NO.492 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.561 OF 2009 Arnita Engineers Private Limited … Petitioner AND COMPANY PETITION NO.493 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.562 OF 2009 M/s. AFS Constructions Private Limited … Petitioner 2 AND COMPANY PETITION NO.494 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.563 OF 2009 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Arnita Consultants Private Limited And Arnita Engineers Private Limited And M/s. AFS Constructions Private Limited with Arnita SEZ Consultants Private Limited. Arnita SEZ Consultants Private Limited … Petitioner 3 Mr. Aurup Dasgupta i/b M/s. Jhangiani, Narula & Associates, Advocates for the Petitioners Mr. C. J. Joy and Mr. D. A. Dubey i/b Mr. S. K. Mohapatra for the Regional Director Mr. P. Ramarao, Official Liquidator present. CORAM: S. J. Kathawalla, J Dated: 25th September, 2009 P.C. Heard learned counsel for the parties. 1. The Petitioners in Company Petition Nos.491 of 2009, 492 of 2009 and 493 of 2009 are Transferor Companies and the Petitioner in Company Petition No.494 of 2009 is the Transferee Company and seek sanction of this Court to Amalgamation of Arnita Consultants Private Limited, Arnita Engineers Private Limited and M/s. AFS Constructions Private Limited with Arnita SEZ Consultants Private Limited as per the proposed Scheme of Amalgamation. 4 2. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per the directions of this Court and they have filed the necessary Affidavit of Service in the Court. Moreover, the Petitioners also undertake to comply with the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 3. The Regional Director has filed an affidavit stating that save and except as stated in para 6, it appears that the scheme is not prejudicial to the interest of the shareholders and public. 4. In paragraph No.6 of the Affidavit of the Regional Director, it is stated that the scheme does not expressly provide for accounting treatment to be given in the books of the Transferor and Transferee Company and that the Petitioners may be directed to file an Affidavit agreeing to comply with the Accounting Standard 14 before this Court. 5 5. The Transferee Company has filed its Affidavit-in-Reply to the objections raised by the Regional Director, wherein it is stated that the Transferee Company shall comply with the requirements of Accounting Standard 14 prescribed by the Institute of Chartered Accountants of India. The Counsel for the Petitioner on instruction states that the Petitioner also undertake to comply with the aforesaid requirements. The said undertaking is accepted. 6. The Official Liquidator has filed his report in Company Petition No.491 of 2009, Company Petition No.492 of 2009 and Company Petition No.493 of 2009 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 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. 6 8. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and the public and the Official Liquidator has stated that affairs of the Transferor Company have been conducted in a proper manner. 9. There is no objection to the Scheme, save and except as stated in paragraphs 4 and 5 hereinabove and since all the requisite statutory compliances have been fulfilled, the Company Petitions Nos.491 of 2009, 492 of 2009 and 493 of 2009 are made absolute in terms of prayers (a) to (i), and Company Petition No.494 of 2009 is made absolute in terms of prayers (a) to (h). 10. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, 7 payable, if any, on the same within 60 days from the date of the Order. 11. Petitioners in all the Company Petitions to pay the costs of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petitions Nos.491 of 2009 to 493 of 2009 to pay a sum of Rs.7,500/- each to the Official Liquidator, High Court, Bombay towards his costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay COMPANY JUDGE