IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.21 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1221 OF 2007 Southern Iron & Steel Co.Ltd. ...Petitioner WITH COMPANY PETITION NO.22 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1222 OF 2007 JSW Steel Ltd. ...Petitioner ...... Mr.Virag Tulzapurkar, Sr.Counsel with Mr.Rajesh Shah i/b M/s.Rajesh Shah & Co. for Petitioners. Mr.C.J.Joy i/b S.K.Mohapatra for Regional Director in CP Nos.21/08 & 22/08. Mr.Deepak Kumar Shah objector in-person. Mr.S.Ramakantha, Dy.Official Liquidator is present in CP/21/08. ...... CORAM: A.M.KHANWILKAR, J. CORAM: A.M.KHANWILKAR, J. CORAM: A.M.KHANWILKAR, J. FEBRUARY 22, 2008. FEBRUARY 22, 2008. FEBRUARY 22, 2008. P.C. P.C. P.C. 1. Heard Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to : 2 : the Scheme of Amalgamation of Southern Iron and Steel Company Limited ("Transferor Company") with JSW Steel Limited ("Transferee Company") and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act. 4. 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. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 5. The Regional Director has vide Paragraph : 3 : No.6 of his Affidavit has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 6. Counsel for the Petitioner Companies informs the Court that the Petitioner shall comply with the provisions of law as upheld by the Courts of Law. 7. One Deepak Kumar Shah (Intervener) appeared on 15th February 2008 and sought a copy of the Valuation Report. As directed by order dated 15th February 2008 the Petitioner has furnished a copy thereof. The Intervener was directed to file affidavit by 18th February 2008. The Intervener has furnished a copy of his affidavit only on 20th February 2008 to the Petitioner. Another affidavit of the Intervener dated 9th February 2008 was filed : 4 : in the Court to which the Petitioner has filed a reply affidavit dated 20th February 2008. The valuation report was inspected by the Intervener and a copy thereof was furnished to him. 8. Counsel appearing on behalf of the Petitioner Company has submitted that the Intervener is holding only 252 equity shares of the Petitioner Company representing less than 0.0001% of the total equity share capital of the Petitioner Company. In the Court convened meeting held on December 28, 2007 the shareholders of the Petitioner Company have approved the Scheme by an overwhelming majority of 99.82% of the shareholders present in the meeting. The Petitioner Company has already complied with all the procedural requirement. 9. Significantly, the said intervener has not chosen to appear before the Court when the matter was called out in the morning session as well as for the second time after the lunch break today. As a result, no submission has been put-forth on behalf of the intervener when the matter is called : 5 : out for hearing. Insofar as the stand taken in the reply affidavit dated 9th February 2008 and 19the February 2008 of the intervener, the same is devoid of merits.I am in agreement with the submission of the Petitioner that the said aspects are not relevant to the Scheme and its sanction. Moreover, the Petitioner have adequately replied the same vide affidavit dated February 2008. Suffice it to observe that although the intervener is not a busy body, however, has raised frivolous objections and not come forward to substantiate the same at the hearing of the petition. 10. There is no other objection to the Scheme save and except as stated in Paragraph No.6 of the affidavit of Regional Director and since all the requisite statutory compliances have been fulfilled, Company Petition No.21 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition No.22 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (c). 11. The Petitioner Companies to lodge a copy : 6 : 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. 12. The Petitioners in all the Company Petitions to pay cost of Rs.5,000/- (Rupees Five Thousand) each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioner in the Petitions filed by the Transferor Company. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry. A.M.KHANWILKAR, J.