IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.86 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1283 OF 2007 Pioneer Tradestock Private Limited .…Transferor Company WITH COMPANY PETITION NO.87 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1284 OF 2007 Pioneer Investcorp Limited .…Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Pioneer Tradestock Private Limited with Pioneer Investcorp Limited and their respective shareholders and creditors. Mr. Ashish Parwani i/b Rajani Associates for the Petitioners Mr. S. Ramakantha, Dy. Official Liquidator Mr. C. J. Joy i/b Mr. S.K Mohapatra for the Regional Director CORAM: A. M. KHANWILKAR, J. DATE: 14th March, 2008 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Hon’ble Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Pioneer Tradestock Private Limited, the Transferor Company with Pioneer Investcorp Limited, the Transferee Company and their respective shareholders and creditors. 3. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Hon'ble Court and they have filed necessary affidavits of compliance in the Court. However, 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 its Affidavit stating therein that the Scheme is not prejudicial to the interest of the creditors and shareholders and public. So far as objection stated in paragraph 6 of the said 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' issued by the Institute of Chartered Accountants of India from time to time. The said undertaking is accepted. 2 5. The Official Liquidator has filed its report in the Company Petition No.86 of 2008 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 prejudicial to the interest of shareholders and creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.86 of 2008 and 87 of 2008 filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clauses (a) to (g). 8. The Petitioner 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 the above Company Petitions to pay cost of Rs.5000/- each to the Regional Director, the Petitioner in 3 Company Petition No.86 of 2008 filed by the Transferor Company pay a cost of Rs.5000/- to the Official Liquidator, High Court Bombay. Costs 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 duly authenticated by the Registry. (A. M. Khanwilkar, J) 4