1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY O. O. C. J. Company Petition No.150 of 2008 In Company Application No.28 of 2008 WITH Company Petition No.151 of 2008 In Company Application No.29 of 2008 Maharashtra Hybrid Seeds Co.Ltd. ... Petitioner/Transferee Company Mr.Simil Purohit i/by Kanga & Company for Petitioner. Mrs.P. Avasthi i/by S.K. Mohapatra for the Regional Director in both Petitions. Mr.Gopal Singh, representative of Official Liquidator in C.P.Nos.150 & 151 of 2008. ------ CORAM : SMT.ROSHAN DALVI, J. Dated : 3 rd July, 2008 P.C. : 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Mahyco Seeds Limited the Transferor Company with Maharashtra Hybrid Seeds Company, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this court and they have filed necessary Affidavits of compliance in the court. Moreover, Petitioner Companies through their Counsel also undertake to comply with all statutory requirements, if any, as required under the companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed Affidavit in Reply stating therein that the Scheme is not prejudicial to the interests of Creditors and Shareholder sand public. So far paragraph 6 of the said Affidavit is concerned the Petitioner through their Counsel undertake to comply with the accounting treatment as prescribed under the Accounting Standard 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accounts of India. The said undertaking is accepted. 5. The Official Liquidator has filed his Report in Company Petition No.150 of 2008 stating therein 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. 6. Upon perusal of the entire material on record, the Scheme 3 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, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme, save and except as stated in para 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.150 of 2008 is made absolute in terms of prayer clauses (a) to (e) and Company Petition No.151 of 2008 is made absolute in terms of prayers (a) to (d). 8. The Petitioner Company to lodge copy of this order with the Registrar of Companies, Maharashtra, Mumbai and also 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. 9. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. The Petitioner 4 Company in Company Petition No.150 of 2008 to pay cost of Rs.5,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. [SMT.ROSHAN DALVI, J.]