IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.860 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.967 OF 2007 In the matter of the Scheme of Amalgamation of SUBHNEN VENEERS PRIVATE LIMITED WITH SUBHNEN DECOR PRIVATE LIMITED. SUBHNEN VENEERS PRIVATE LIMITED … Petitioner (Transferor Company) WITH COMPANY PETITION NO.861 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.968 OF 2007 SUBHNEN DECOR PRIVATE LIMITED … Petitioner (Transferee Company) Mr. Sanjay Udeshi i/b Sanjay Udeshi and Co. for the Petitioners. Mr. S. Ramakantha, Dy. O.L. in C.P. No.860 of 2007. Ms. Heena Shah i/b Mr. S. M. Mohopatra for R.D. in both Company Petitions. CORAM: A.M. KHANWILKAR J. DATE : 7th March 2008. P.C. 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Subhnen Veneers Private Limited (Transferor Company) with Subhnen Decor Private Limited (Transferee Company). 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the statutory requirements as per directions of this Hon’ble Court and they have filed the necessary affidavit of compliance in the Court. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of the Creditors and Shareholders and the Public. So far as Paragraph No.6 of the Affidavit is concerned, the Petitioner through their Counsel undertakes that the Petitioner will comply with the accounting treatment as prescribed under the Accounting Standard – 14 i.e. “Accounting for Amalgamation” and other applicable standards issued by the Institute of Chartered Accountants of India from time to time. 5. The Official Liquidator has filed his report in Company Petition No.860 of 2007 stating that the affairs of the Transferor Company have been conducted in a 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, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is not contrary to the interest or prejudicial to Shareholders or Creditors and the Public. 7. There is no objection to the scheme save and except as stated in Paragraph No.4 herein and since all the requisite statutory compliances have 2 been fulfilled, Company Petition No.860 of 2007 filed by Transferor Company is made absolute in terms of prayer clause (A). Company Petition No.861 of 2007 filed by the Transferee Company is made absolute in terms of prayer clause (A). 8. The Transferee Company 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 Petitioners in both Company Petitions to pay cost of Rs.5,000/- each to the Regional Director. The Petitioner in Company Petition No.860 of 2007 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.5,000/- towards the cost of the Petition. Costs to be paid within four weeks from today. Petitioner to comply with all statutory compliances applicable, if any. 10. Filling 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. A. M. Khanwilkar J. 3