IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.451 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.588 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Bonito Impex Private Limited with Indo-Castle Multimedia Limited Bonito Impex Private Limited ........ Petitioner/Transferor Company AND COMPANY PETITION NO. 545 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 589 OF 2008 In the matter of the Scheme of Amalgamation of Bonito Impex Private Limited with Indo-Castle Multimedia Limited. Indo-Castle Multimedia Limited ....... Petitioner/Transferee Company Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Mr. S Ramakantha, Deputy Official Liquidator in Company Petition No. 451 of 2008. Mr. C. J. Joy i/b Mr. S.K Mohapatra for Regional Director in both the Petitions. CORAM: S. A. BOBDE. J DATE: 22nd AUGUST, 2008 P.C: 1. Heard learned counsel for 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 Bonito Impex Private Limited, the Transferor Company with Indo-Castle Multimedia Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have 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. 4. The Regional Director has filed affidavit and has stated that in paragraph 6(a) of the said affidavit that the Transferee Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioners undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with as stated therein. The said undertaking is accepted. 5. In paragraph 6(b) of the said affidavit, the Regional Director has further stated that the Transferee Company may be directed to comply with the provisions of section 94/97 of the Companies Act, 1956 in connection with the increase in authorized capital in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty. The Counsel appearing for the Petitioners undertakes that the Transferee Company will comply with the requirement of provisions of section 94/97 of the Companies Act,1956 in respect of filing of necessary forms with Registrar of Companies. The said undertaking is accepted. 6. It is further stated in paragraph 6(c) of the said affidavit, that the transferee Company may be directed to comply with the provisions of section 17 of the Companies Act, 1956 in connection with the change in object clause of the Transferee Company in respect of filing of necessary forms with the Registrar of Companies. The Counsel appearing for the Petitioners undertakes that the Transferee Company will comply with the requirement of provisions of Section 17 of the Companies Act,1956 in respect of filing of necessary forms with Registrar of Companies. The said undertaking is accepted. Save as aforesaid it is stated that the scheme is not prejudicial to the interest of creditors and shareholders and public 7. The Official Liquidator has filed report stating that all the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. Upon perusal of the entire material on record, in my opinion 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 the public. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled. Company Petition No. 451 of 2008 is made absolute in terms of prayer clause (a) to (c). Company Petition No. 545 of 2008 is made absolute in terms of prayer clause (a) & (b). 10. The Petitioner Companies 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. 11. The Petitioner in both the Company Petition to pay cost of Rs. 7,500/- each to the Regional Director. Petitioner in Company Petition No. 451 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs. 7,500/-.Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this Order along with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. A. BOBDE, J)