1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 700 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 890 OF 2008 WARANA SOYA INDUSTRIES LIMITED .....Petitioner / Transferor Company. WITH COMPANY PETITION NO. 701 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 891 OF 2008 RAJARAM SOLVEX LIMITED ..... Petitioner / Transferee Company. In the matter of the Companies Act 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 of WARANA SOYA INDUSTRIES LIMITED with RAJARAM SOLVEX LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. Mr. S. Ramakantha, Dy. Official Liquidator, in C.P. No. 700 of 2008. Ms. Neeta Masurkar and Mr. P. Khosala i/b Mr. S.K. Mohapatra for 2 Regional Director in C.P. No. 700 of 2008 and 701 of 2008. CORAM: A. M. Khanwilkar, J. DATE: 3rd October, 2008. PC: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 to the Scheme of Amalgamation of WARANA SOYA INDUSTRIES LIMITED (Transferor Company) and RAJARAM SOLVEX LIMITED (Transferee Company). 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all 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 prejudicial to the interest of creditors, shareholders and public. However, in paragraph 6 of his Affidavit, he has raised an objection stating 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. The Counsel appearing for the Petitioner states that Mr Bhagat Patil, Director of the Petitioner Company undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the same would be given effect in the finalized audited accounts of the Transferee Company for the year ended 31st March, 2009. The said undertaking is accepted”.. 5. The Official Liquidator has filed report in Company Petition 3 No.700 of 2008 stating therein 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 has come forward to oppose the Scheme. Moreover, the Regional Director stated that the Scheme as proposed is not prejudicial to the interest of creditors, shareholders and public. 7. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled, Company Petition No. 700 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No. 701 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Companies 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 Company Petitions to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No 700 of 2008 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.7500/-. 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 along with Scheme duly authenticated by the Company Registrar, High Court, Bombay 4 (A. M. Khanwilkar, J.)