IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION Company Petition No. 900 of 2007 connected with Company Appplication No.941 of 2007 In the matter of the Companies Act, 1956 (1 of 1956) a n d In the matter of Sections 391- 394 of the Companies Act, 1956 a n d In the matter of Shloka Academy Private Limited and Shloka Finance Consultancy Private Limited and Shloka Peripheral Private Limited and Shloka Publications Private Limited & Shloka Software Private Limited with Shloka Infotech Limited. Shloka Academy Private Limited ..Petitioner Company/ Transferor Company. a n d Company Petition No.901 of 2007 connected with Company Application No.942 of 2007 Shloka Finance Consultancy Private Limited ..Petitioner Company/ Transferor Company. a n d Company Petition No.902 of 2007 connected with Company Application No.943 of 2007 Shloka Graphics Private Limited ..Petitioner Company/ Transferor Company. a n d Company Petition No.903 of 2007 connected with Company Application No.944 of 2007 connected with Company Application No.1124 of 2007 Shloka Peripherals Private Limited ..Petitioner Company/ Transferor Company. a n d Company Petition No.904 of 2007 connected with Company Application No.945 of 2007 Shloka Publications Private Limited ..Petitioner Company/ Transferor Company. a n d Company Petition No.905 of 2007 connected with Company Application No.946 of 2007 Shloka Software Private Limited ..Petitioner Company/ Transferor Company a n d Company Petition No.905 of 2007 connected with Company Application No.946 of 2007 Shloka Infotech Limited ..Petitioner Company/ Transferor Company. Mr.Chaital Vas i/b Malvi Ranchoddas and Co. for the petitioners. Mr.S.Ramakantha, Dy. Official Liquidator in Company Petitions No.900 iof 2007 to 906 of 2007. Mr.C.J.Joy i/b Mr.S.K.Mohapatra for Regional Director in all petitions. CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI J. J. J. 27th June 2008 27th June 2008 27th June 2008 P.C. P.C. 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 a scheme of Amalgamation of Shloka Academy Private Limited and Shloka Finance Consultancy Private Limited and Shloka Graphics Private Limited and Shloka Peripheral Private Limited and Shloka Publications Private Limited and Shloka Software Private Limited (Transferor Companies) with Shlokas Infotech Limited. (Transferee Company). 3. Counsel appearing on behalf of the petitioners has 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 the Court. Moreover, the petitioner companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of the share holders, creditors and public. However, in paragraph 6(a) of the said Affidavit, the Regional Director has raised an objection as to the compliance of provisions of section 17 and 149 (2A) of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies. So far as para 6(b) of the Affidavit is concerned, the petitioner has filed an affidavit giving an undertaking to 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. The undertaking is accepted. The petitioner Companies are hereby directed to comply with sections 17 and 149(2A) of the Companies Act, 1956. 5. The Official Liquidator has filed their report stating that the affairs of the petitioners/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 record, 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 has stated that the scheme as prepared is not prejudicial to the interest of the Shareholders and creditors and public and the Official Liquidator has stated that the affairs of the Transferor; Companies have been conducted in a proper manner. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No.900 of 2007 to Company Petition No.905 of 2007 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (k). Company Petition No.906 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 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 credited copy and/or an authenticated copy of the order. 9. The petitioners in all the company petitions to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator by the petitioners in the petitions filed by the Transferor Companies. 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 the scheme duly authenticated by the Company Registrar. (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.) (S.C.DHARMADHIKARI J.)