IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.394 OF 2008 Connected with COMPANY APPLICATION NO.417 OF 2008 Dharamchand Polyfab Pvt. Ltd. … Petitioner/Transferor Company AND COMPANY PETITION NO.395 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.418 OF 2008 Recon Oil Industries Pvt. Ltd. … Petitioner/Transferee Company In the matter of Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation of Dharamchand Polyfab Pvt. Ltd., with Recon Oil Industries Pvt. Ltd. 1 Mrs. Laxmi Mankar for the Petitioner. Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition No. 394 of 2008 Mr. C. J. Joy with Ms. Nisha Valani i/b Mr. S.K. Mohapatra for the Regional Director in both the Petitions. CORAM: S.A.BOBDE, J. DATED: 29TH August, 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 a Scheme of Arrangement and Amalgamation of Dharmachand Polyfab Pvt. Ltd. with Recon Oil Industries Pvt. Ltd. and their respective shareholders. 3. Counsel appearing on behalf of both the Petitioners has stated that the Petitioners have compiled with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Companies also undertake to comply with all 2 other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. However, in paragraph 6 of the said Affidavit the Regional Director has submitted that the scheme does not provide specific clause in respect of the Accounting Treatment in detail and that there is no mention in the scheme whether Petitioner companies have compiled with the Accounting Standard 14 issued by the Institute of the Chartered Accountants of India and therefore, the Transferee Company 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 the Chartered Accountants of India. The Petitioner companies have filed their Affidavit dated 28.8.2008 wherein they have given as undertaking to comply with the Accounting Treatment as prescribed under the 3 Accounting Standard 14. The said undertaking is accepted. 5. The Official Liquidator has filed report stating that the affairs of Transferor Company have been conducted in a proper manner. 6. 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. None of the parties concerned have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme proposed is not prejudicial to the interests of the shareholders, creditors and public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No 394 of 2008 and 395 of 4 2008 are made absolute in terms of prayer clauses (a) and (b) of the respective Petitions. 8. 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. 9. The Petitioner to pay cost of Rs. 7500/- each to the Regional Director and the Official Liquidator. Costs to be paid within 4 weeks from the date of issuance of authenticated copy of order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S.A. BOBDE J.) 5