-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.483 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.664 OF 2008 AVI VINYLS PRIVATE LIMITED ... Petitioner/Transferfor Company AND COMPANY PETITION NO.484 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.665 OF 2008 COLLAR PACK PRIVATE LIMITED ...Petitioner/Transferee Company In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to section 394 of the Companies Act, 1956 AND In the matter of; SCHEME OF AMALGAMATION BETWEEN AVI VINYLS PRIVATE LIMITED .. Transferor Company AND COLLAR PACK PRIVATE LIMITED .. Transferee Company -: 2 :- and their respective Shareholders and Creditors for amalgamation by the transfer and vesting of the undertaking properties, assets and liabilities of Avi Vinyls Private Limited in Collar Pack Private Limited. Mr.Vivek K. Shiralkar i/b. Shiralkar & Co., Advocate for the Petitioner. Mr.C.J.Joy with Mr.S.D.Bhosale i/b. Mr.S.K. Mohopatra for Regional Director in both the Petitions. Mr.S. Ramakanta Dy. Official Liquidator in Company Petition No.483 of 2008 present. Coram : S.A.Bobde, J. Date : 25th July 2008 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 AVI VINYLS PRIVATE LIMITED with COLLAR PACK PRIVATE LIMITED and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner Companies, -: 3 :- has stated that the Petitioner Companies have complied with all requirements as per the 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 affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. So far as objections raised by the Regional Director in paragraphs 6 (a) and 6 (b) of the Affidavit are concerned, the Transferee Company has filed an Affidavit dated 25th July 2008 of Akhilesh Bhargava, Director of the Petitioner/Transferee Company, wherein the company has given an undertaking to comply with the provisions of Section 21 of the Companies Act 1956 in respect of filing of necessary form with the Registrar of Companies and also to comply with the accounting treatment as prescribed under Accounting Standard -- 14 i.e. "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India. The Learned Counsel for the Regional Director does not press the objections in view of the undertaking given by the Transferee Company. 5. The Official Liquidator has filed its report stating that the affairs of the Transferor Company has been conducted in a -: 4 :- proper manner and that the Transferor Company 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 have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of creditors and shareholders and public and the Official Liquidator has stated that the affairs of the Transferee Company have been conducted in a proper manner. 7. In my view, the statements made on oath by the Petitioners stating that they would comply with the provisions of Section 21 of the Companies Act 1956 and the accounting treatment as prescribed under Accounting Standard -- 14 as also same has been provided in the Scheme, it is not necessary to issue any further directions. In view of the averment made in the report of the Regional Director that the scheme is not prejudicial to the interest of creditors and shareholders and public. In the result, Company Petition No.483 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and the Company Petition No.484 of 2008 filed by the Transferee -: 5 :- Company is made absolute in terms of prayer clauses (a) to (i). 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 Petitioner Companies in all the above Petitions to pay costs of Rs.7,500/- each respectively, to the Regional Director and the Petitioner in Company Petition No.483 of 2008 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 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 Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S.A. Bobde, J.)