1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETIITON NO.138 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1595 OF 2008 In the matter of Sections 78, 100, 391 to 394 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959; AND In the matter of Scheme of Arrangement between Globsyn Technologies Limited and Globsyn Infotech Limited (formally known as Synergy Log-in Systems Limited) and their respective members Globsyn Infotech Limited (formally known as Synergy Log-in Systems Limited ....Petitioner Shri Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Mr. Bhardwaj and Mr. S. C. Pal i/b Shri S.K Mohapatra for the Regional Director CORAM : A. M. KHANWILKAR J DATE: 10th JULY 2009 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Globsyn Technologies Limited and Globsyn Infotech Limited (formally known as Synergy Log-in Systems Limited) and their respective members. 2 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated in para 6 that it is observed from the balance sheet as of 31st March 2008 that Petitioner/ Resulting Company that are prima facie violation of section 211(3A) for non disclosure in respect of Accounting Standard- 17, Section 383A for non-appointment of whole time Company Secretary and section 301 of the Companies Act, 1956 as the Petitioner/Resulting Company had availed off interest free loan from a party listed in section 301 register and that the registrar of companies have been directed to initiate necessary penal action for the above. The counsel appearing for the Petitioner states that as when notices are received from the Registrar of Companies suitable replies will be filed. It is open to ROC and other appropriate authorities to initiate necessary action in this regards. 5. It is further stated in para 6(b) that clause 7.3 of the scheme provides for transfer of balance of Rs 131.97 lacs from Capital Reserve Account to General Reserve Account. This is violation of basis tenet of Accounting as Capital Reserve cannot be transferred General Reserve Account. Hence the Scheme should be modified. Save as aforesaid the Scheme is not prejudicial to the interest of members and creditors. The counsel appearing for the Petitioner states the Scheme has been approved by requisite majority in number and value of the shareholders present at the meeting. Reliance is placed on the judgment of Gujarat High Court in the matter of Gallops Realty Private Limited,( CP NO 56 of 2009) wherein the Regional Director had taken similar objection. Similar view has been taken by the Rajasthan High Court in Sutlej Industries Limited reported in (2007)135 Co. cases Rajasthan 3 pg 394 where the objections raised by the Regional Director were overruled and the Scheme was sanctioned. 6. Upon perusal of 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme save and except mentioned in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a) to (d). 8. The Petitioner Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days of the Scheme being sanctioned by the Calcutta High Court in respect of the Demerged Company . 9. The Petitioner to pay cost of Rs.7500/- to the Regional Director. 10. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)