IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.913 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 978 OF 2007 In the matter of Scheme of Arrangement between National Information Technologies Limited and RPG Transmission Limited and MP Power Line Limited and KEC International Limited and their respective Shareholders MP Power Line Limited …… First Transferee Company. AND COMPANY PETITION NO.914 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 978 OF 2007 KEC International Limited ….. Second Transferee Company. Mr. Virag Tulzapurkar with Mr. Shyam Mehta and Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Ms. Heena Shah i/b S.K.Mohapatra for R.D. CORAM: A.M.KHANWILKAR, J. DATE : 18th January, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between National Information Technologies Limited and RPG Transmission Limited and MP Power Line Limited and KEC International Limited and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of these Hon’ble Court and accordingly filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertake to comply with all statutory requirements if any, as required under the Companies Act. 4. As per the objection raised by the Regional Director in para 6 of their Report, the Petitioner through their counsel undertakes that they will comply with the requirement of provisions of section 21 of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies. 5. The counsel of the companies informs the court that the petitioner shall comply with the provisions of law as upheld by the court’s of law. 6. 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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director have stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public. 7. It is further stated that the registered office of National Information Technologies Limited and RPG Transmission Limited (“the Transferor Companies”) are situated in the State of Madhya Pradesh and that the transferor companies have already filed similar petition before the Hon’ble High Court of Madhya Pradesh, Jabalpur bench to seek approval of the Scheme in question and is pending for hearing. It is, thus, suggested that the Scheme may be approved subject to the sanction of Scheme by Hon’ble High Court of Madhya Pradesh, Jabalpur bench. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 913 of 2007 and 914 of 2007 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (d) respectively. 9. The petitioner company 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. 10. The Petitioners in all the company petitions to pay cost of Rs.5000/- each to the Regional Director in all petitions. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar, J.)