1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.310 OF 2008 WITH COMPANY APPLICATION NO.396 OF 2008 Paragon Yarn Manufacturing Co. Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.311 OF 2008 WITH COMPANY APPLICATION NO.421 OF 2008 Paragon Textile Power Ltd. .. Petitioner Mr.Hemant Sethi i/b.Hemant Sethi & Co. for petitioners Mr.S.Ramakantha, Dy.L.L. in C.P.Nos.130 to 132 of 2008 Ms.Heena Shah i/b. S.K.Mohapatra for R.D. in all petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for parties. 2 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement and Amalgamation between Paragaon Yarn Manufacturing Company Pvt.Ltd. and Paragon Textile Mills Pvt.Ltd. and their respective members. 2. Counsel appearing on behalf of the petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has contended that the Transferee Company be directed to furnish undertaking in respect of compliance of Accounting Treatment as prescribed under "Accounting Standard -14" issued by the Institute of Chartered Accountants of India. Save as 3 aforesaid the Scheme is not prejudicial to the interest of Creditors and shareholders and public. In response to the above contention raised by the Regional Director, Mr.Sethi submits that the transferee company undertakes to comlply with (AS-14) "Accounting Standard -14" issued by the Institute of Chartered Accountants of India. 4. The Official Liquidator has filed report in Company Petition No.310 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner and that the transferor company may be ordered to be wound up. 5. Upon perusal of the entire material 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 have come forward to oppose the scheme. 4 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.310 and 311 of 2008 are made absolute in terms of prayer clause (a). 7. The Transferee company to lodge 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 authenticated and/or certified copy of this order. 8. The petitioners in all the companies to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition Nos.310 of 2008 to pay cost of Rs.5000/- to the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks. Petitioner to comply with statutory compliances, applicable, if any. 5 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)