1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.129 OF 2007. CONNECTED WITH COMPANY APPLICATION NO.1018 OF 2006 In the matter of the Companies Act 1 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 Urvashi Holdings Private Limited with Rupen Investment and Trading Company Private Limited. URVASHI HOLDINGS PRIVATE LIMITED ...... Transferor Company. WITH COMPANY PETITION NO. 130 OF 2007. CONNECTED WITH COMPANY APPLICATION NO. 1019 OF 2006 RUPEN INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ....... Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha Dy. O.L., in C.P. No.129 of 2007. Mr. C. J. Joy i/b S.K. Mohapatra for R.D. in C.P. No. 129 of 2007 and 130 of 2007. CORAM: A.M.KHANWILKAR, J. DATE : 14th March, 2008 PC: 2 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 for a sanctioning the Scheme of Amalgamation of URVASHI HOLDINGS PRIVATE LIMITED, the Transferor Company with RUPEN INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956. 4. The Regional Director has filed his Affidavit and in paragraph 3 of the said affidavit, the Regional Director has stated 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 undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 5. 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, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public . 3 6. There is no objection to the scheme save and except as stated herein above and since all the requisite statutory compliances have been fulfilled, Company Petition No.129 of 2007, filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No.130 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 7. 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 . 8. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director in Company Petition No.129 of 2007 and 130 of 2007 and to the Official Liquidator in the Company Petition No.129 of 2007. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)