1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.940 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1120 OF 2007 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Amba Ferro Carbons Pvt. Ltd. and Anuadit Ferroserve Products Pvt. Ltd. with M P M Pvt. Ltd. Amba Ferro Carbons Pvt. Ltd. ...Petitioner (Transferor Company No.1) WITH COMPANY PETITION NO. 941 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1121 OF 2007 Anuadit Ferroserve Products Pvt. Ltd. ...Petitioner (Transferor Company No.2) WITH COMPANY PETITION NO. 942 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1122 OF 2007 M P M Pvt. Ltd. ... Petitioner (Transferee Company) Sandeep Parikh i/by Ramesh Saraogi for Petioner Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 940 & 941 of 2007 Shri. C. J. Joy i/b Mr. S. K. Mohapatra for Regional Director in all the Petitions CORAM : A. M. KHANWILKAR. J DATE : 8th FEBRUARY, 2008 PC. : 1. Heard Learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to394 of the Companies Act, 2 1956 to a Scheme of Amalgamation between Amba Ferro Carbons Pvt. Ltd. and Anuadit Ferroserve Products Pvt. Ltd., the Transferor Companies with M P M Pvt. Ltd., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per the directions of this Hon'ble Court and they have filed necessary affidavits of compliance in the Court. However, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956. 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 Para 6 of the said Affidavit is concerned, the Petitioners through their Counsel undertake 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. 5. The Official Liquidator has filed report in Company Petition Nos. 940 & 941 of 2007 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved 6. 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. 7. There is no objection to the Scheme save and except as stated in paragraph No. 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 940 of 2007, 941 of 2007 and 942 of 2007 are made absolute in terms of prayer clause (a) to (j). 8. 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. 9. The Petitioners in all three Company Petitions to pay cost of Rs. 5,000/- each to the Regional Director. The Petitioners in Company Petition Nos. 940 of 2007 & 941 of 2007 to pay cost of Rs.5,000/- each to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. The Petitioners to comply with all statutory compliances, applicable, if any. 10. Filing and issuance of the drawn up Order is dispensed with. 3 11. All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar. J)