IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.777 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.845 OF 2007 Taparia Magnetics Private Limited …Petitioner (Transferor No.1 Company) WITH COMPANY PETITION NO.778 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.846 OF 2007 Sampada Capital Services Limited …Petitioner (Transferor No.2 Company) WITH COMPANY PETITION NO.779 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.847 OF 2007 Suyog Agencies Limited …Petitioner (Transferor No.3 Company) In the matter of scheme of Amalgamation of TAPARIA MAGNETICS PRIVATE LIMITED, SAMPADA CAPITAL SERVICES LIMITED, SUYOG AGENCIES LIMITED With PERMANENT MAGNETS LIMITED Mr. Sanjay Udeshi i/b Sanjay Udeshi and Co. for the Petitioners. Mr. S. Ramakantha Dy. O.L. in all the Petitions Mr. C. J. Joy i/b S. K. Mohapatra R.D in all the Petitions - CORAM: A.S. OKA J. DATE : 4th April,2008. P.C. 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Taparia Magnetics Private Limited (Transferor No.1 Company), Sampada Capital Services Limited (Transferor No.2 Company) and Suyog Agencies Limited (Transferor No.3 Company) with Permanent Magnets Limited (Transferee Company). 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the statutory requirements as per directions of this Court and they have filed the necessary affidavits of compliance in the Court. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of the Creditors and Shareholders and the Public. So far as Paragraph No.6 of the Affidavit is concerned, the Petitioner through their Counsel states that the Petitioners are the Transferor Companies and that the registered office of the Transferee Company is situated in the State of Gujarat. Hence the query raised by Regional Director in the said paragraphs is not applicable to the Petitioner/Transferor Companies, the Transferee Company will comply with the accounting treatment as prescribed under the Accounting Standard – 14 i.e. “Accounting for - Amalgamation” and other applicable standards issued by the Institute of Chartered Accountants of India from time to time. 5. The Official Liquidator has filed his report in Company Petition Nos.777 to 779 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 placed on records, 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, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is not contrary to the interest or prejudicial to Shareholders or Creditors and the Public. 7. There is no objection to the scheme save and except as stated in Paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. C.P. Nos. 777/2007, 778/2007 and 779/2007 filed by Transferor Companies are made absolute in terms of prayer clause (A) respectively. 8. The registered office of the Transferee Company is situated in the State of Gujarat and the High Court of Gujarat at Ahmedabad, has already sanctioned the Scheme of Amalgamation between the Taparia Magnetics Private Limited (Transferor No.1 Company), Sampada Capital Services Limited (Transferor No.2 Company) and Suyog Agencies Limited (Transferor No.3 Company) with Permanent Magnets - Limited (Transferee Company) by its order dated 8th December, 2007 passed in Company Petition No.152 of 2007 filed by the Transferee Company in the said Court. 9. The Transferee Company to lodge a 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 certified copy and/or an authenticated copy of the order. 10. The Petitioners in all the Company Petitions to pay costs of Rs.5000/- each to the Regional Director and also to the Official Liquidator, High Court, Bombay, in all the Petitions. Costs to be paid within four weeks from today. Petitioner to comply with all statutory compliances applicable, if any. 11. Filling and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar. A. S. OKA J. -