:1: IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 698 OF 2007 COMPANY PETITION NO. 698 OF 2007 COMPANY PETITION NO. 698 OF 2007 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO. 619 OF 2007 COMPANY APPLICATION NO. 619 OF 2007 COMPANY APPLICATION NO. 619 OF 2007 In the matter of Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Square Plaza Constructions Private Limited with Cosmos Brands Distributors Private Limited Cosmos Brands Distributors Private Limited ..Petitioner AND AND AND COMPANY PETITION NO. 699 OF 2007 COMPANY PETITION NO. 699 OF 2007 COMPANY PETITION NO. 699 OF 2007 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO. 620 OF 2007 COMPANY APPLICATION NO. 620 OF 2007 COMPANY APPLICATION NO. 620 OF 2007 Square Plaza Constructions Private Limited ..Petitioner Mr. Pritesh Rajgor i/b. PDS Legal for the Petitioner. Mr. S. Ramakantha, Dy. Official Liquidator present. Mr. C. J. Joy i/b. Mr. S. K. Mohapatra, for the Regional Director. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. DATE : 19TH SEPTEMBER, 2008. DATE : 19TH SEPTEMBER, 2008. DATE : 19TH SEPTEMBER, 2008. P.C. P.C. P.C. :2: . 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 Square Plaza Constructions Private Limited with Cosmos Brands Distributors Private Limited. 3. Counsel appearing on behalf of the Petitioner company stated that they have complied with all statutory requirements as per the directions of this Court and they have filed necessary affidavit of compliance in this Court. Moreover, the Petitioner Company also undertakes to comply with all the 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 the creditors and shareholders and the public. 5. 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 :3: 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 shareholders, and the public. 6. Since the requisite statutory compliances have been fulfilled, Company Petition No. 698 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f) and Company Petition No. 699 of 2007 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g). 7. The petitioner companies undertakes that it shall comply with the Accounting Treatment as prescribed under "Accounting Standard - 14 i.e. Accounting for Amalgamation issued by the Institute of Chartered Accountant of India within eight weeks from receipt of this Order. 8. The petitioner companies to lodge a copy of this order and the Scheme with the Registrar of Companies, Mumbai, and the concerned Superintendent of Stamps for the purpose of adjudication of stamp :4: duty payable, if any, on the same within 30 days from obtaining the certified copy and/or authenticated copy of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and Issuance of Drawn Up Order is dispensed with. 11. All Authorities concerned to act on copy of this Order duly authenticated by the Company Registrar, High Court, Bombay. (S. A. BOBDE, J.) (S. A. BOBDE, J.) (S. A. BOBDE, J.)