1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.444 OF 2008 WITH COMPANY APPLICATION NO.572 OF 2008 Semco Electric Private Ltd. .. Petitioner In the matter of Scheme of Amalgamation of Ultratech Metals (India) Pvt.Ltd. (Transferor Company) into Semco Electric Pvt.Ltd. (Transferee Company) and their respective shareholders. Semco Electric Pvt.Ltd. .. Petitioner Mr.Hemant Sethi i/b.Hemant Sethi & Co. for petitioners Mr.M.S.Bharadwaj i/b. S.K.Mohapatra for R.D. in all petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 2 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Ultratech Metals (India) Pvt.Ltd. (Transferor Company) into Semco Electric Pvt.Ltd. (Transferee Company) and their respective shareholders. Power Limited with Cummins Generator 2. Counsel appearing on behalf of the petitioner has 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. 3. The Regional Director has filed his affidait in reply and has contended that the transferee company be directed to furnish undertaking in respect of compliance of Accounting Treatment as prescribed under "Accounting Standard - 14" issued by the 3 Institute of Chartered Accountants of India. Save as aforesaid the scheme is not prejudicial to the interest of creditors and shareholders and public. In response to the above contention raised by the Regional Director, Mr.Sethi submits that the Transferee company undertakes to comply with (AS-14) "Accounting Standard - 14" issued by the Institute of Chartered Accountants of India. The said undertaking is accepted. 4. 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 have come forward to oppose the scheme. 5. It is stated that the registered office of the Transferor company is situated within the jurisdiction of Rajasthan High Court and necessary proceedings have been adopted there. 4 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.444 of 2008 is made absolute in terms of prayer clause (a). 7. 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 order sanctioning the scheme by the Rajasthan High Court. 8. The petitioner to pay cost of Rs.5000/- to the Regional Director. Cost to be paid within four weeks from issuance of order. Petitioner to comply with statutory compliances, applicable, if any. 5 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)