Mr. S. Ramakantha v. IDI Limited (2001) 105 Company Cases page 16 to 18 inter alia

Mr. S. Ramakantha, Dy. OL. Mr. C. J. Joy, i/b S.K Mohapatra for t he Regional Director. CORAM :A.M. KHANWILKAR, J DATE: 27th FEBRUARY 2008 P.C Heard learned counsel for parties.

The sanction of t he Court is sough t under Section 391 to 394 of t he Companies Act, 1956 to a Scheme of Amalga ma tion bet ween Lexicon Invest men ts Private Limited, t he Transferor Company and Andro meda Invest ment & Finance Private Limited, the Transferee Company and t heir Respective Shareholders. Petitioner Company is a wholly owned subsidiary of the Transferee Company and all t he shares of the Petitioner Company are presently held by t he Transferee Company and its no minees.

Counsel appearing on behalf of t he Petitioner has sta ted t ha t they have complied wi th all the require ments as per directions of t his Hon’ble Court and t hey have filed necessary affidavits of co mpliance in the Court. 2

In paragraph 22 of t he Petition it is averred t ha t the Transferee Company has been advised not to file any separate application/proceedings for sanction of the Scheme of Amalga ma tion and therefore t he filing of a separate Application/Petition by t he Transferee Company is no t necessary. Reliance is placed on t he judg men t of t his Honorable Court in Mahaa mba Invest men t Limited V/s. IDI Limited (2001) 105 Company Cases page 16 to 18 inter alia observed and held t hat if t he Scheme of Amalga mation provides for no issue of equit y shares to t he me mbers of the Transferor Company, being wholly owned subsidiary of t he Transferee Company, and t he Creditors of t he Transferee Company are no t likely to be affected by t he Scheme in view of the financial position of the Transferor Company, separate Petition by the Transferee Company was no t necessary.

The only conten tion raised by t he Regional Director in his affidavit in reply is t ha t t he Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institu te of Chartered Accountan ts of India. It is further sta ted t ha t save as aforesaid the Scheme is not prejudicial to t he interest of Creditors and Shareholders and public.

The Counsel appearing for t he Petitioner undertakes t hat necessary compliance of Accounting Standard 14 issued by t he Institu te of Chartered Accoun tants of India would be made and the said undertaking is accepted.

The Official Liquidator has filed report stating t ha t the affairs of Petitioner Company has been conducted in a proper manner.

Upon perusal of t he entire ma terial on record, t he 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 t he parties concerned have co me forward to oppose t he Sche me.

Since all the requisite statu tory co mpliances have been fulfilled, Company Petition is made absolute in ter ms of prayer clause (a).

The Transferee Company to lodge copy of t his order and the Sche me with the concerned Superintendent of Sta mps for t he purpose adjudication of sta mp dut y, payable, if any, on the same wi thin 30 days of ob taining the authen tica ted and/or certified copy of t his Order.

The Petitioners to pay cost of Rs. 5000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks fro m today. Petitioner to co mply with all statu tory co mpliances, applicable, if any.

Filing and issuance of t he drawn up order is dispensed with.

All concerned au thorities to act on a copy of t his order and sche me duly authenticated by Company Registrar, High Court, Bombay. 3 (A.M. Khanwilkar J)