copIN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 295 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 245 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391, 392, 393 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN CHENNAI NETWORK INFRASTRUCTURE LIMITED AND GTL INFRASTRUCTURE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS GTL INFRASTRUCTURE LIMITED ) … PETITIONER / TRANSFEREE COMPANY Coram:- S.J. Kathawalla, J. Dated:- 22nd July, 2011 Mr. Virag Tulzapurkar i/b M/s. Wadia Ghandy & Co., Advocates for the Petitioner Ms. S. V. Bharucha i/b Mr. H. P. Chaturvedi, for the Regional Director P.C.: 1. Heard Counsel for the parties. 2. The sanction of the Court is sought under the provisions of sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Chennai Network Infrastructure Limited, the Transferor Company and GTL Infrastructure Limited, the Petitioner. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in this Court. Moreover, the Petitioner undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the the Scheme of Arrangement does not appear to be prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that: (a) The Registered Office of the Transferor Company is situated in the State of Tamil Nadu. Hence the present scheme of amalgamation between the transferor and transferee company will be subject to condition of similar approval from Hon’ble High Court of Tamil Nadu at Chennai in respect of the Transferor Company. (b) The Registrar of Companies, Mumbai has initiated action under section 234 of the Companies Act against the Transferee Company and on the basis of reply submitted by the company, the Registrar of Companies has recommended for carrying out full pledge inspection of the Books of Accounts and Records under section 209A of the Companies Act, 1956 to ascertain violations, if any, of the Companies Act, 1956 by the Transferee Company. This issue is under consideration of Ministry of Corporate Affairs. This is for information of this Hon’ble High Court. 5. As far as the objection raised by the Regional Director in paragraph 6(a) of this Affidavit is concerned, the counsel for the Petitioner states that the Petitioner confirms and undertakes that the amalgamation between the Transferor Company and the Petitioner will be subject to condition of similar approval from the Hon’ble High Court of Tamil Nadu at Chennai in respect of the Transferor Company. 6. As far as the objection raised by the Regional Director in paragraph 6(b) of this Affidavit is concerned, the counsel for the Petitioner states that the Petitioner accepts that there may be inspection of the Books of Accounts and Records under section 209A of the Companies Act, 1956 against the Petitioner by the Registrar of Companies, if the Registrar of Companies so directs, which matter is under consideration of the Ministry of Corporate Affairs. The Petitioner undertakes to provide full co-operation to the Registrar of Companies, in the event there is any such inspection initiated by the Registrar of Companies. 7. From the material on record, the Scheme of Arrangement appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to the public policy. None of the parties concerned have come forward to oppose the Scheme of Arrangement. 8. There are no objections to the Scheme of Arrangement, save and except as stated hereinabove, and since the Petitioner has complied with all the requisite statutory requirements and formalities and the Regional Director as well as the Registrar of Companies and the Stock Exchanges have given their approval / consent to the Scheme of Arrangement and the Scheme of Arrangement not being prejudicial to any stakeholders of the Petitioner or public, the Petition is made absolute in terms of prayer clauses (a) to (n) of the Petition. 9. The Petitioner to lodge a copy of this Order and the Scheme of Arrangement, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 (Sixty) days from the date of the Order passed by the Madras High Court sanctioning the Scheme of Arrangement. 10. The Petitioner to pay costs of Rs.10,000/- (Rupees Ten Thousand) to the Regional Director, Western Region, Mumbai. Costs to be paid within 4 (Four) weeks from the date of this Order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order along with the Scheme of Arrangement, duly authenticated by the Company Registrar, High Court, Bombay. (S.J. Kathawalla, J.)