ORDER (Oral) 1. This is a petition under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of M/s. Power Traders and Exporters Ltd. (transferor company) and M/s. Ujjawal Investments and Tradings Ltd. (transferee company). 2. The registered office of both the Transferor and Transferee companies is situated at J-38, Udyog Nagar, Rohtak Road, Delhi-110041, that is, within the jurisdiction of this Court. 3. The Transferor company was incorporated on 20.2.1982. The authorized share capital of the Transferor company as on 31st March, 2007 was Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/• each. The issued, subscribed and paid up equity share capital of the Transferor company as on 31st March, 2007 was Rs. 24,50,000/- divided into 2,45,000 equity shares of Rs. 10/- each. 4. The Transferee company was incorporated on 20.12.1982. The authorized share capital of the Transferee company as on 31st March, 2007 is Rs. 2,00,00,000/- divided into 20,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up equity share capital of the Transferee company as on 31st March, 2007 was Rs. 1,50,00,000/- divided into 15,00,000 equity shares of Rs. 10/- each. 5. The petitioner companies had filed Company Application (M) No. 137/2007 which was allowed by order dated 17th August, 2007. By the aforesaid order, the requirement of conducting statutory meetings of equity shareholders, secured and unsecured creditors of the Transferor as well as the Transferee company were dispensed with. 6. Vide order dated 14th September, 2007, citations were directed to be published in The Statesman (English edition) and Veer Arjun (Hindi edition), in terms of Companies (Court) Rules, 1959. An affidavit dated 7th November, 2007 has been filed by one Mr. N.P. Singh Chawla, the Advocate of the petitioner companies about the publication of the citations in The Statesman (English) and Veer Arjun (Hindi) on 26th October, 2007. The said publication containing the said citations were also produced along with the affidavit. 7. Notices were issued to the OL and the Regional Director (Northern Region) vide order dated 14th September, 2007. Pursuant to the notice issued to the OL, a report dated 8th February, 2008 has been filed by the Official Liquidator. The Official Liquidator sought information from the petitioner company vide its letter No. OL/TECH/AMAL/84/1505 dated 15th November, 2007, upon which the requisite information was furnished by the Petitioner companies. 8. Pursuant to the notice issued to the OL, a report dated 8th February, 2008 has been filed by the Official Liquidator. The Official Liquidator sought information from the petitioner company vide its letter No. OL/TECH/AMAL/84/1505 dated 15th November, 2007, upon which the requisite information was furnished by the Petitioner companies. 8. The OL has considered the accounts of Petitioner companies as on 31st March, 2007. The OL in its report has stated that he has not received any complaint against the Scheme of Amalgamation from any person/parties interested in the scheme in any manner whatsoever, and on the basis of information submitted by the petitioner companies. Thus it was inferred that the affairs of the petitioner companies do not appear to have been conducted in a manner prejudicial to the interest of the members, creditors, or public, and in accordance with the provisions of Section 394(1) of the Companies Act, 1956. 9. The report has also been filed by Shri Dhan Raj, Regional Director (Northern Region) by an affidavit, dated 8th February, 2008. Relying on Clause 10.1 of the Scheme of Amalgamation, it was submitted that all the employees of the Transferor company shall become the employees of the Transferee company without any break or interruption in their services upon the sanctioning of the said Scheme of Amalgamation. 10. The Regional Director further pointed out that upon perusal of the Scheme of Amalgamation, it was observed that there was no mention whether the Petitioner companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India. 11. The learned Counsel for the applicants states that the applicants undertake to comply with the said Accountin3 Standards. 12. In view of the aforesaid undertakings given by the petitioners, the Regional Director has no further objections against the sanction. 13. There is no other legal impediment to sanction of the Scheme of Amalgamation which is annexed to the petition. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The Transferee company will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty that is payable in accordance with law. The Transferee company will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty that is payable in accordance with law. Upon sanction becoming effective from the appointed date of amalgamation, that is 1st April, 2007, the Transferor company stands dissolved without being wound up. Cost quantified at Rs. 10,000/- to be deposited in the Common Pool Fund within three weeks. 14. The petition is disposed of in terms of the above order. Result: Petition disposed of.