IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 312 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 330 OF 2008 Evergreen Creations Private Limited …. Petitioner / Transferor No.1 WITH COMPANY PETITION NO. 313 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 331 OF 2008 Mehta Extractions Private Limited …. Petitioner / Transferor No.2 WITH COMPANY PETITION NO. 314 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 332 OF 2008 Ramakrishna Impex Private Limited …. Petitioner / Transferor No.3 WITH COMPANY PETITION NO. 315 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 333 OF 2008 Sunil Creations Private Limited …. Petitioner / Transferor No.4 WITH COMPANY PETITION NO. 316 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 334 OF 2008 Vaid Rubbers Private Limited …. Petitioner / Transferor No.5 WITH COMPANY PETITION NO. 317 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 335 OF 2008 Texport Syndicate (India) Limited …. Petitioner / Transferee Mr. Yogesh Adhia for the Petitioners Mr. S. Ramakantha, Dy. Official Liquidator Mr. ___________ with Mr. S. K Mohapatra for the Regional Director in all the Petitions. CORAM : A. M. Khanwilkar J. DATE : 10th October 2008 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Evergreen Creations Private Limited, Mehta Extractions Private Limited, Ramakrishna Impex Private Limited, Sunil Creations Private Limited and Vaid Rubbers Private Limited with Texport Syndicate (India) Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner companies have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Companies also undertake to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The office of the Court has received a letter dated 15th May 2008 from one unsecured creditor of the Transferee Company, viz. STL Global Limited, objecting to the Scheme on the ground of nonpayment of its dues. The Transferee Company has filed an affidavit dated 30th June 2008 in respect of the responses received from unsecured creditors. Counsel for the Transferee Company states that by the present Scheme, none of the rights of the creditors, secured and unsecured, of the Transferee Company are sought to be modified or affected in any manner. In any event, the value of the objecting unsecured creditors, including STL Global Limited, is 1.65% in value and 2.20% in number of the total unsecured creditors. 5. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. However, in paragraph 6 of the affidavit, the Regional Director has submitted that there is no mention in the Petition that the Petitioner and Transferee Company have complied with the Accounting Standard 14 issued by the Institute of the Chartered Accountants of India and therefore, the Transferee Company be directed to undertake that it shall comply with the accounting treatment as prescribed under Accounting Standard 14. The Petitioner Companies undertake that the necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the same would be made in the finalized audited accounts of the Transferee Company for the year ended 31st March 2009. The said undertaking is accepted. 6. The Official Liquidator has filed report in Company Petition Nos. 312 of 2008, 313 of 2008, 314 of 2008, 315 of 2008 and 316 of 2008 stating that the affairs of Transferor Companies have been conducted in a proper manner. 7. Upon perusal of the entire material placed 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, except a few unsecured creditors of the Transferee Company, have come forward to oppose the scheme. Moreover, the Regional Director has stated the Scheme proposed is not prejudicial to the interests of the shareholders, creditors and public and the Official Liquidator has stated in his report that the affairs of the Transferor Companies have been conducted in a proper manner. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 312 of 2008, 313 of 2008, 314 of 2008, 315 of 2008 and 316 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (g) of the Petitions. Petition No. 317 of 2008 filed by the Transferee Company is also made absolute in terms of prayer clauses (a) to (g) of the Petition. 9. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 10. Each of the Petitioners in Company Petition Nos. 312 of 2008, 313 of 2008, 314 of 2008, 315 of 2008 and 316 of 2008 to pay cost of Rs. 7500/- each to the Regional Director and the Official Liquidator. The Petitioner in Company Petition No. 317 of 2008 to pay cost of Rs. 7500/- to the Regional Director. Costs to be paid within 4 weeks from the date of issuance of authenticated copy of order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J)