1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.130 OF 2008 WITH COMPANY APPLICATION NO.1275 OF 2007 Atul Electro Formers Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.131 OF 2008 WITH COMPANY APPLICATION NO.1276 OF 2008 Sucro Filters Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.132 OF 2008 WITH COMPANY APPLICATION NO.1277 OF 2008 Nickelmesh (India) Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.133 OF 2008 WITH COMPANY APPLICATION NO.1278 OF 2008 Balaji Composites Ltd. .. Petitioner Mr.Hemant Sethi i/b.Hemant Sethi & Co. for petitioners Mr.S.Ramakantha, Dy.L.L. in C.P.Nos.130 to 132 of 2008 Mr.D.A.Dubey i/b. S.K.Mohapatra for R.D. in all 2 petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement and Amalgamation between Atul Electro Formers Pvt.Ltd. and Sucro Filters Pvt.Ltd. and Nickelmesh (India) Pvt.Ltd. and Balaji Composites Limited and their respective shareholders. 2. Counsel appearing on behalf of the petitioners have stated that they have complied with all the requirements as per directions of 3 this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has raised the following contentions:- (a) That the scheme does not provide for dissolution of the transferor company without winding up; (b) The share exchange ratio as stated in clause 14.8 of the scheme is not in conformity with the valuation report dated 18.9.2007 prepared by M.P.Chitale & Co. Chartered Accountants; (c) That the transferee company may be directed to comply with the provisions of section 17 of the Companies Act, 1956 in respect of filing of necessary forms 4 with the Registrar of Companies; (d) The Transferee company may also be directed to comply with the provisions of Section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies; (e) 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 Institute of Chartered Accountants of India; Save as aforesaid the scheme is not prejudicial to the interest of Creditors and shareholders and public. 4. In response to the above contentions raised by the Regional Director, Mr.Sethi has 5 filed affidavit in rejoinder of Mr.Nitin Kibe Director of the petitioner company and has given necessary clarification with regards to exchange ratio mention in the scheme and that of valuation report of by M.P.Chitale & Co., Chartered Accountants. The statement in para 2 and 3 of the affidavit in rejoinder dated 10th June 2008 are accepted as an undertaking to the Court. 5. It is further stated that necessary forms will be filed with the Registrar of Companies with regards to the provisions of Section 17 and 21 of the Companies Act, 1956 by the Transferee Company and that the transferee company has undertaken to comply with (AS-14) "Accounting Standard-14" issued by the Institute of Chartered Accountants of India. 6. In sofar as absence of prayer for dissolution without winding up of the transferor companies, Mr.Sethi submit that this Court can 6 under section 394 (1)(b)(iv) of the Companies Act, 1956 by order sanctioning the scheme can pass appropriate orders for dissolution of the transferor companies. 7. The Official Liquidator has filed a report in Company Petition Nos.130 to 132 of 2008 stating that the affairs of Transferor companies have been conducted in a proper manner and that the transferor companies may be ordered to be wound up. 8. 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. 9. There is no objection to the scheme and since all the requisite statutory compliances 7 have been fulfilled, Company Petition Nos.130 to 132 of 2008 are made absolute in terms of prayer clause (a) and Company Petition No.133 of 2008 is made absolute in terms of prayer clauses (a) to (c). The Transferor Companies shall be dissolved from the effective date i.e. on which the authenticated copies of the order sanctioning the scheme are filed with the concerned Registrar of Companies. 10. 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. 11. The petitioners in all the companies to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition Nos.130 8 to 132 of 2008 to pay cost of Rs.5000/- each to the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks. Petitioner to comply with statutory compliances, applicable, if any. 12. 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)