1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.144 OF 2008 WITH COMPANY APPLICATION NO.111 OF 2008 Kareshma Brush Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.145 OF 2008 WITH COMPANY APPLICATION NO.112 OF 2008 Kareshma Dentals Pvt.Ltd. .. Petitioner Mr.Hemant Sethi i/b. Hemant Sethi & Co. for petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.No.144 of 2008 Ms.Purnima Awasthi i/b. Mr.S.K.Mohapatra for R.D. in all petitioners. CORAM : S.C.DHARMADHIKARI, J. DATE : 2nd May 2008 P.C. . Heard Learned Counsel for parties. 2 2. The sanction of the court is sought under section 391 to 394 of the Companies Act, 1956 to a scheme of Amalgamation of Kareshma Brush Pvt.Ltd. with Kareshma Dentals Pvt.Ltd. and their respective shareholders. 3. Learned Counsel appearing on behalf of the petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed affidavit and has contended that the petitioner company may be directed to furnish an undertaking as regards compliance with Accounting Standard (AS 14) issued by the Institute of Chartered Accountants of India. It is further stated that save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and 3 public. 5. In response to the said contention raised by the Regional Director, the Counsel appearing for the petitioner undertakes that necessary compliance of Accounting Standard 14 issued by the Institute of Chartered Accountants of India would be made and the said undertaking is accepted. The Regional Director has filed his affidavit in reply and has stated that the scheme is not prejudicial to the interest of creditors and shareholders and public. 6. The Official Liquidator has filed report in Company Petition Nos. 144 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner and that the transferor companies may be ordered to be wound up. 7. Upon perusal of the entire material on 4 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. 8. There is no objection to the scheme and since all the requisite statutory compliance have been fulfilled, Company Petition Nos. 144 and 145 of 2008 are made absolute in terms of prayer clause (a). 9. 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. 10. The petitioners in both the company 5 petitions to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition Nos.144 of 2008 to pay cost of Rs.5000/- to the O.L. High Court, Bombay. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliance, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)