IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.160 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.103 OF 2009 Allure Investments Pvt. Ltd. ... Petitioner/Transferor Company AND COMPANY PETITION NO.161 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.104 OF 2009 Green Wonder Krishi Farms Pvt. Ltd. … Petitioner/Transferor Company AND COMPANY PETITION NO.162 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.105 OF 2009 Utility Vincom Pvt. Ltd. ... Petitioner/Transferor Company AND COMPANY PETITION NO.163 OF 2009 CONNECTED WITH 1 COMPANY APPLICATION NO.106 OF 2009 Bhoomika Financial Services Pvt. Ltd. ... Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956 (I of 1956) And In the matter of Scheme of Amalgamation of Allure Investments Pvt. Ltd., Green Wonder Krishi Farms Pvt. Ltd., & Utility Vincom Pvt. Ltd. With Bhoomika Financial Services Pvt. Ltd. Mr. Mukesh Jain with Mr. Jaswant Khatodiya Advocates for the Petitioner Companies. Mr. S. Ramakanatha, Deputy Official Liquidator in C.P. No. 160 of 2009, C. P. No. 161 of 2009, C.P No. 162 of 2009 & C.P. No. 163 of 2009. Ms. Neeta Masurkar with Mr. N. D. Sharma i/b. Mr. S. K. Mohapatra For Regional Director in all the Company Petitions. CORAM : A. M. Khanwilkar, J Dated: 8 th May, 2009 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation of 2 Allure Investments Pvt. Ltd., Green Wonder Krishi Farms Pvt. Ltd., & Utility Vincom Pvt. Ltd., the Transferor Companies with Bhoomika Financial Services Pvt. Ltd., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Company (Court) Rules, 1959. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public in general. However in paragraph 6(a) of the said affidavit, the Regional Director has stated that the Petitioner companies may be directed to furnish an undertaking to comply with the Accounting Standard- 14 issued by the Institute of Chartered Accountant of India. The counsel appearing for the Petitioners submit that the Transferee Company has filed an affidavit in Petition Nos. 160 to 163 of 2009 giving an undertaking to comply with the Accounting Standard- 14 issued by the Institute of Chartered Accountant of India upon approval of scheme. The said undertaking is accepted. 5. Also in paragraph 6(b) of the said affidavit, the Regional Director has further stated that the Third Transferor Company and Transferee Company may be directed to file with the Reserve Bank of India, a copy of the scheme along with a copy of Order of this Hon’ble High Court within the period of one month from the date of the Order. The counsel appearing for the Petitioners submit that the Transferee Company has filed 3 an affidavit in Petition Nos.160 to 163 of 2009 giving an undertaking to file with the Reserve Bank of India, a copy of the scheme along with a copy of Order of this Hon’ble High Court within the period of one month from the date of the Order. The said undertaking is accepted. 6. The Official Liquidator has filed his Report in Company Petition No.160 of 2009, Company Petition No.161 of 2009, Company Petition No.162 of 2009 and in Company Petition No.163 of 2009 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be order to be dissolved. 7. 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 has come forward to oppose the Scheme. 8. There is no objection to the Scheme save and except as stated in paragraph No. 4 herein and since all the requisite statutory compliance have been fulfilled, all the Company Petitions viz. Company Petition No.160 of 2009, Company Petition No.161 of 2009, Company Petition No.162 of 2009 and Company Petition No.163 of 2009 are made absolute in terms of prayer clause (a) to (e) respectively. 9. The Petitioner Companies 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 the Order. 4 10. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the “Regional Director’. Petitioner to pay costs of Rs.7500/- each in Company Petition Nos.160 of 2009, 161 of 2009, 162 of 2009 & No.163 of 2009 to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispense with. 12. All concerned authorities to act on a copy of this Order duly authenticated along with Scheme of Amalgamation duly authenticated by Company Registrar (O.S.), High Court, Bombay. (A. M. KHANWILKAR, J) 5