1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 934 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1061 OF 2007 In the matter of Scheme of Amalgamation of Indian Aluminium Company, Limited with Hindalco Industries Limited. Hindalco Industries Limited, … Petitioner Company Coram : A. M Khanwilkar J. Date : 18th January, 2008 Mr. Vikram B. Trivedi with Mr. Sunil Tilokchandani and Ms. Purvi Doctor i/b M/s. Manilal Kher Ambalal & Co. for the Petitioner Company. Ms. Heena Shah with Mr. S. K. Mohaparkar for RD. 1. Heard learned counsel for the parties. 2. This Company Petition No. 934 of 2007 has been filed by Hindalco Industries Limited, the Transferee Company. 3. This Petition has been filed for obtaining sanction to the Scheme of Amalgamation of Indian Aluminum Company, Limited with Hindalco Industries Ltd. under section 391 to 394 of the Companies Act, 1956. 2 4. Counsel appearing on behalf of the Petitioner Company has complied with all the statutory requirements as per direction of this Hon’ble Court and they have filed necessary Affidavits of compliance in Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956. 5. 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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. 6. No creditor has filed an affidavit objecting the Scheme of Amalgamation till date. The Petitioner Company has filed an affidavit dated 16th January, 2008 placing on record the letters received from the creditors. 7. The notice of Petition was also given to Regional Director who after having obtained report from the Registrar of Companies and examining the Scheme has filed an affidavit stating that the Scheme is not prejudicial to the interests of creditors and shareholders. There is no objection to the scheme save and except as stated in para 6 of the Affidavit of the Regional Director wherein the Petitioner Company is directed to give an undertaking that they shall comply with the accounting treatment as prescribed under the Accounting Standard 14 i.e. ‘Accounting for 3 Amalgamation’ issued by the Institute of Chartered Accountants of India. 8. The Petitioner Company undertakes to comply with Accounting Standard 14 (AS14) laid down by the Institute of Chartered Accountants of India. Undertaking given by Mr. Anil Malik, Company Secretary of the Petitioner Company is accepted. 9. There is no objection to the Scheme save and except as stated in para 6 of the Affidavit of the Regional Director and since all the requisite statutory compliances have been fulfilled, Company Petition No. 934 of 2007 filed by the Company is made absolute in terms of prayer clauses (a) to (h). 10. Counsel for Petitioner Company submits that the Petition filed by the Transferor Company is pending before the Calcutta High Court. Sanctioning of the Scheme is subject to the order of Calcutta High Court in the Petition filed by the Transferor Company. 11. 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 order. 12. The Petitioner Company has to pay the cost of Rs.5,000/- to the Regional Director within the four weeks from the date of order. 4 13. Filing and issuance of drawn up order is dispensed with. 14. All the authorities concerned are directed to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar. (A. M Khanwilkar. J)