1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 642 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 619 OF 2009 Mahindra Infrastructural Projects Private Limited..Petitioner AND COMPANY PETITION NO 643 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 620 OF 2009 Corbel Estate & Investments Private Limited…Petitioner AND COMPANY PETITION NO 644 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 621 OF 2009 Andromeda Investment & Finance Private Limited …Petitioner In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Mahindra Infrastructural Projects Private Limited and Corbel Estate & Investments Private Limited with Andromeda Investment & Finance Private Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator, in C.P. Nos. 642 of 2009 & 643 of 2009. Ms. Neeta Masurkar i/b Mr. S. K. Mohapatra for Regional Director all the 3 petitions CORAM: Dr. D.Y. CHANDRACHUD . J DATE: 18TH DECEMBER 2009 2 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Mahindra Infrastructural Projects Private Limited and Corbel Estate & Investments Private Limited with Andromeda Investment & Finance Private Limited and their Respective Shareholders . 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein and has raised two contentions. (i) That the Second Transferor Company and Transferee Company are Non Banking Companies. The Second Transferor Company and Transferee Company may be directed to file a copy of the scheme along with the copy of this order within 30 days from the date of the order with RBI. The Petitioners through their counsel undertakes that copy of this order and Scheme will be filed with Reserve Bank Of India within 30 days. The said undertaking is accepted. 5. It is further stated that there is no specific clause in the scheme in respect of transfer and safe guarding of the employees of the Transferor Companies by the Transferee Company. Hence the Petitioner Companies may be directed to clarify the same. The Petitioner Companies through their counsel clarifies that both the Transferor Companies do not have any employees. Save as aforesaid, the scheme does not appear to be prejudicial to the interest of the shareholders and public. 6. The Official Liquidator has filed a report in Company Petition No.642 of 2009 & 643 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 3 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 642 of 2009; Company Petition No. 643 of 2009 and Company Petition No. 644 of 2009 are made absolute in terms of prayer clause (a) . 9.. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No 642 of 2009 & Company Petition No. 643 of 2009 filed by the Transferor Companies to pay to the Official Liquidator a sum of Rs.7500/- each . Costs to be paid within four weeks from today. 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 Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (DR. D. Y. CHANDRACHUD J.)