The Bombay High Court sanctioned a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. The court accepted the petitioner's undertaking to comply with Accounting Standard 14 and made the Company Petition absolute.
Company Petition made absolute in terms of prayer clause (a).
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY PETITION NO.271 OF 2008
WITH
COMPANY APPLICATION NO.163 OF 2008
Atul Electro Formers Pvt.Ltd. .. Petitioner
In the matter of Scheme of
Amalgamation of the Companies
Act, 1956;
and
In the matter of Scheme of
Amalgamation of AVK-SEG (India)
Power Limited with Cummins
Generator Technologies India
Limited and their respective
members.
AVK-SEG (India) 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
Mr.M.S.Bharadwaj i/b. S.K.Mohapatra for R.D. in
all petitions.
CORAM :S.C.DHARMADHIKARI, J.
DATE:4th July 2008
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P.C.
.Heard learned Counsel for parties.
1.The sanction of the Court is sought under
Section 391 to 394 of the Companies Act, 1956 to
a Scheme of Amalgamation of AVK-SEG (India)
Power Limited with Cummins Generator
Technologies India Ltd. and their respective
members. The petitioner is 100% subsidiary of
the Transferee Company.
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 only contention raised by the
Regional Director in his affidavit in reply is
that the petitioner company may be directed to
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furnish an undertaking as regards compliance
with Accounting Standard 14 (AS-14) issued by
the Institute of Chartered Accountants of India.
It is further stated that save as aforesaid the
scheme is not prejudicial to the interest of
Creditors and shareholders and public.
4.The Counsel appearing for the petitioner
undertakes that necessary compliance of
Accounting Standard 14 (AS-14) issued by the
Institute of Chartered Accountants of India
would be made and the said undertaking is
accepted.
5.The Official Liquidator has filed report
stating that the affairs of petitioner company
has been conducted in a proper manner and that
the petitioner/Transferor company may be ordered
to be wound up.
6.Upon perusal of the entire material on
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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.
7.There is no objection to the scheme and
since all the requisite statutory compliances
have been fulfilled, Company Petition is made
absolute in terms of prayer clause (a).
8.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.
9.The petitioners in all the companies to
pay cost of Rs.5000/- each to the Regional
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Director and the Official Liquidator, High Court,
Bombay. Cost to be paid within four weeks.
Petitioner to comply with statutory compliances,
applicable, if any.
12.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.
2 issues framed by the court
Whether the sanction of the Court under Sections 391 to 394 of the Companies Act, 1956 can be granted for a Scheme of Amalgamation.
Whether the petitioner's compliance with Accounting Standard 14 (AS-14) satisfies the requirements for the scheme.
1 provisions across 1 enactments
Atul Electro Formers Pvt.Ltd.
AVK-SEG (India) Power Ltd.
S.C. Dharmadikari
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court