1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.74 OF 2008 WITH COMPANY APPLICATION NO.1172 OF 2007 Excel Synthetic Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.75 OF 2008 WITH COMPANY APPLICATION NO.1173 OF 2007 Konark Silk Mills Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.76 OF 2008 WITH COMPANY APPLICATION NO.1301 OF 2007 WITH COMPANY APPLICATION NO.1174 OF 2007 Mr.Pritesh Rajgor i/b. P.D.S.Legal for petitioners. Mr.S.Ramakantha, Dy.O.L. present. Mr.D.A.Dubey i/b. S.K.Mohontra for R.D.in all matters CORAM : S.C.DHARMADHIKARI, J. DATE : 2nd May 2008 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 between Excel Synthetics Pvt.Ltd. and Konark Silk Mills Pvt.Ltd. with Konark Synthetics Ltd. 3. Learned Counsel appearing on behalf of the petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, petitioner companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the scheme is not 3 prejudicial to the interest of creditors, shareholders and public, sofar as para 6 of the said affidavit is concerned, the petitioner through its Counsel undertake to comply with the Accounting Treatment as prescribed under the Accounting Standard 14 i.e. Accounting for Amalgamation issued by Institute of Chartered Accountants of India. The undertaking is accepted. 5. The Official Liquidator has filed report in Company Petitions No.74 of 2008 and Company Petition No.75 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 4 provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, 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. Since all the requisite statutory compliances have been fulfilled. Company Petitions No.74 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g). Company Petition No.75 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) and Company Petition No.76 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 8. Petitioner Companies to lodge a copy of this order and the scheme with the concerned 5 superintendent of Stamps for the purposes 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. Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Cost 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 scheme to be authenticated by the Company Registry. 6 (S.C.Dharmadhikari, J)