1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 932 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1057 OF 2007 Sunlight Knitting Private Limited …Petitioner / Transferor Company WITH COMPANY PETITION NO.933 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1058 OF 2007 Vitesse Private Limited …Petitioner / Transferee Company In the matter of the 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 between Sunlight Knitting Private Limited with Vitesse Private Limited and their respective shareholders. Mr. Sunil Kadam for the Petitioners 2 Mr. S. Ramakantha, Dy. O.L. Ms. Nisha Valani i/b Mr. S.K. Mohapatra for R.D. CORAM : A. M. KHANWILKAR, J. DATED : 14TH MARCH, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Sunlight Knitting Private Limited, the Transferor Company with Vitesse Private Limited, the Transferee Company and their respective Shareholders for the amalgamation of the Transferor Company with the Transferee Company. 3. Counsel appearing on behalf of the Petitioner have stated that they have complied with all statutory requirements as per directions of this Hon’ble Court and they have filed necessary Affidavits of compliance in the Court. However, the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 3 4. The counsel for the Petitioner further state that by order dated 30th November, 2007 the Petitioner were directed to serve individual notices of date of hearing of Petition upon its secured and unsecured creditors. However, the Petitioner have filed affidavits in both the Petitions stating therein that the claims of all the creditors have been fully satisfied and as on date there are no creditors of the Petitioner Companies and, therefore, the Petitioner Companies have not sent any notices to the creditors. The Petitioners have published the notice of hearing of Petition in two local news papers viz. Free Press Journal in English and Navshakti in Marathi as per order passed on 30th November, 2007. 5. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However, in paragraph 6 of his affidavit, the Regional Director 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 Petitioners through their Counsel undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with. The said undertaking is accepted. 4 6. The Official Liquidator has filed his report in the Company Petition No.932 of 2007 stating that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may ordered to be dissolved. 7. The Counsel of the Petitioners states that the Petitioners shall comply with the provisions of law as upheld by the Court of Law. 8. 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. None of the parties concerned have come forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of shareholders or creditors or the public. 9. There is no objection to the scheme save and except as stated in paragraph 5 herein and since all the requisite statutory compliance have been fulfilled, Company Petition No.932 of 2007 filed by the Transferor Company and Company 5 Petition No.933 of 2007 filed by the Transferee company are made absolute in terms of Prayer Clause (a). 10. The petitioner company to lodge a 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 certified copy and / or an authenticated copy of the order. 11. The Petitioner Companies in both the Company Petition to pay cost of Rs.5,000/- each to the Regional Director. Petitioner in Company Petition No.932 of 2007 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.5,000/-. Costs to be paid within four weeks from the date of the order. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar J.)