IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.368 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.398 OF 2009 RAS TEK PRIVATE LIMITED. …Petitioner/ …Transferee Company WITH COMPANY PETITION NO.369 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.397 OF 2009 PRAGATI SPARES PVT. LTD. …Petitioner/ …Transferor Company In the matter of the Companies Act, 1956; And In the matter of application under Section 391 to Section 394 of the Companies Act, 1956; And In the matter of SCHEME OF AMALGAMATION of PRAGATI SPARES PRIVATE LIMITED …Transferor Company With RAS TEK PRIVATE LIMITED … Transferee Company 1 Mr. Sandeep A. Bhagwat, Advocate for the Petitioner in both the petitions. Mr. C. J. Joy with Mr. Rajinder Kumar i/b Mr. S. K. Mohapatra for Regional Director in both the Petition Mr. P. Ramarao O.L. present in C.P. No.369 of 2009. CORAM: S. J. KATHAWALLA, J. DATE : 15th January, 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of PRAGATI SPARES PRIVATE LIMITED with RAS TEK PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 2 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6, the Scheme does not appear to be prejudicial to the interest of the shareholders and Public. In paragraph 6 of the said Affidavit, it is stated that the present Scheme of Amalgamation does not specifically provide for the Accounting Treatment to be adopted by the Petitioner Companies, for giving effect to the Scheme and that the Transferor Company may be directed to furnish an undertaking to the Court to comply with the Accounting Standard 14 duly stating with method of accounting that would be adopted to account for the merger. 5. Accordingly, the Petitioner Companies through their counsel undertakes to comply with the Accounting Standard 14. The said undertaking is accepted. 6. The Official Liquidator has filed report in Company Petition No.369 of 2009 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 3 8. Since all the requisite statutory compliances have been fulfilled, Company Petition No.368 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k) and Company Petition No.369 of 2009 filed by the Transferor Company is also made absolute in terms of prayer clauses (a) to (k). 9. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. Petitioners in Company Petition No.369 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 4