IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION Company Petition No. 91 of 2008 connected with Company Application No.1339 of 2007 Nashima Developers Limited ..Petitioner/ First Transferor Company. and Company Petition No. 92 of 2008 connected with Company Application No. 1340 of 2007 Runisha Commercial Limited ..Petitioner Second Transferor Company and Company Petition no.93 of 2008 connected with Company Application No.1341 of 2007 Kapashi Commercial Limited ..Petitioner Transferee Company. In the matter of the Companies Act 1 of 1956 and In the matter of Sections 391 to 394 of the Companies Act,1956 and In the matter of Scheme of Amalgamation of Nashima Developers Limited and Runisha Commercial Limited with Kapashi Commercial Limited. Mr.Rajesh Shah i/b Rajesh Shah and Co. for the petitioners. Mr.S.Ramakantha Dy.Official Liquidator in C.P.Nos. 91 and 92 of 2008 Mr. for Regional Director in C.P.No.91,92 and 93 of 2008. CORAM S.C.DHARMADHIKARI J. CORAM S.C.DHARMADHIKARI J. CORAM S.C.DHARMADHIKARI J. 17th April, 2008 17th April, 2008 17th April, 2008 P.C. P.C. P.C. 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 the Scheme of Amalgamation of NASHIMA DEVELOPERS LIMITED and RUNISHA COMMERCIAL LIMITED with KAPASHI COMMERCIAL LIMITED. 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, the petitioner Companies 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 an Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. So far objection raised in paragraph 6 of his affidavit is concerned the counsel appearing for the petitioner undertakes to comply with the Accounting Standard 14 i.e. "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India. The said undertaking is accepted. 5. The Official Liquidator has filed the report in Company Petition Nos. 91 of 2008 and 92 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. 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 has come forward to oppose the Scheme. More over both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is not prejudicial to the interest of share holders, creditors and the public. 7. There are no other objections to the Scheme and since all the requisite statutory compliances have been fulfilled, the Company Petition No. 91 of 2008, 92 of 2008 and 93 of 2008 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (j), (a) to (j) and (a) to (i) respectively. 8. The petitioner Companies 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. 9. The petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and the petitioners in Company Petition Nos. 91 of 2008 and 92 of 2008 filed by the Transferor Companies to pay the Official Liquidator a sum of Rs.5000/- each. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.)