IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 921 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1159 OF 2007 In the matter of the Companies Act, 1956 (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 between Mimosa Investment Private Limited with Sibyl Finvest Private Limited Mimosa Investment Private Limited. ….Transferor Company AND COMPANY PETITION NO 922 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1160 OF 2007 Sibyl Finvest Private Limited. .…Transferee Company Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha, Dy. OL in C.P No. 921 of 2007. Ms. Bharti Mahant i/b S.K Mohapatra for the Regional Director in both the Petitions. CORAM :A.M KHANWILKAR.J DATE: 27th FEBRUARY 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 Amalgamation between Mimosa Investment Private Limited, the transferor Company with Sibyl Finvest Private Limited, the transferee Company 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 this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The only contention raised by the Regional Director in his affidavit in reply is that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. It is further stated that save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 4. The Counsel appearing for the Petitioner undertakes that necessary compliance of Accounting Standard 14 issued by the Institute of Chartered Accountants of India would be made and the said undertaking is accepted. 5. The Official Liquidator has filed report in Company Petition No.921 of 2007 stating that the affairs of transferor Company has been conducted in a proper manner. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 921 of 2007 & 922 of 2007 is made absolute in terms of prayer clause (a) respectively. 8. 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. 9. The Petitioners in both the Company Petitions to pay cost of Rs. 5000/- each to the Regional Director and Petitioner in Company Petition No. 921 of 2007 to pay to the Official Liquidator, High Court, Bombay sum of Rs. 5000/-. Costs to be paid within four weeks from today. Petitioner to comply with all statutory compliances, applicable, if any. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (A.M Khanwilkar J)