IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.823 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.981 OF 2009 LSI RESEARCH (INDIA) PRIVATE LIMITED …Petitioner / First Transferor Company COMPANY PETITION NO.824 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.982 OF 2009 LSI TECHNOLOGIES INDIA PRIVATE LIMITED …Petitioner / Second Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of LSI RESEARCH (INDIA) PRIVATE LIMITED AND LSI TECHNOLOGIES INDIA PRIVATE LIMITED WITH LSI RESEARCH & DEVELOPMENT PUNE PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS 1 Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator present. Mr. C. J. Joy and Ms. Punam Bhosle i/b Mr. S.K. Mohapatra for Regional Director. CORAM: Dr. D. Y. Chandrachud, J. DATE : 4th December, 2009 PC: 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 the Scheme Of Amalgamation of LSI Research (India) Private Limited and LSI Technologies India Private Limited with LSI Research & Development Pune Private Limited and their Respective Shareholders. 3. The Registered office of LSI Research & Development Pune Private Limited, the Transferee Company, is situated at Bangalore and the Court has been informed by the learned counsel that the final hearing of the 2 petition filed by the Transferee Company is pending before the High Court of Karnataka. 4. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies 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. 5. The Regional Director has filed an affidavit in the above Petitions stating that save and except as stated in paragraph 6 thereof, the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 6. In Paragraph 6 of his affidavit, the Regional Director has stated that, the shareholding of both the Transferor Companies is held by foreign body corporates. Hence, the Transferor Companies may be directed to comply with the relevant provisions of RBI guidelines in this regard. 3 7. The Advocate appearing on behalf of the Petitioner/Transferor Companies states that it is the Transferee Company and not Transferor Companies which is required to comply with the relevant provisions of the RBI guidelines. He draws attention of this Court to the clause 7.3 of the Scheme which reads as under: “LSI Pune (the Transferee Company) shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue and allotment of Shares to the members of the Transferor Companies under the Scheme.” The Advocate further states that the Transferee Company will comply with the relevant provisions of the RBI guidelines. 8. The Official Liquidator has filed a report in Company Petition Nos.823 and 824 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. 9. From the entire 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 4 of the parties concerned has come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, the Company Petition Nos.823 of 2009 and 824 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d), subject to the Scheme of Amalgamation being sanctioned by the High Court of Karnataka in the petition filed by Transferee Company in the said Court. 11. The Petitioner Companies to lodge a copy of this order and the Scheme, 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 days from the date of the order. 12. The Petitioners in both the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director and the Official Liquidator. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 5 14. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud, J.) 6