1 IN IN IN THE HIGH COURT OF JUDICATURE OF BOMBAY THE HIGH COURT OF JUDICATURE OF BOMBAY THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.476 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.277 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Orient Information Technology Ltd. into IT People (India) Ltd. and their respective shareholders. Orient Information Technology Ltd. ..Petitioner AND COMPANY PETITION NO.477 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.278 OF 2008 IT People (India) Ltd. ..Petitioner. Mr.Hemant Sethi i/b. Hemant Sethi & Co. for petitioners. Mr.S.Ramakanta, Dy.O.L. Mr.Joy with Ms.Anamika for R.D. CORAM: CORAM: CORAM: A.M.KHANWILKAR,J A.M.KHANWILKAR,J A.M.KHANWILKAR,J DATE DATE DATE : OCTOBER 10, 2008. : OCTOBER 10, 2008. : OCTOBER 10, 2008. P.C. P.C. P.C. : : : 1. Heard Counsel for the Petitioner and Counsel for the Respondent. 2. Having regard to the statement made in paragraph-6 of the affidavit dated 25th September, 2008 sworn by Rakesh Chandra, Regional Director that 2 scheme will not be prejudicial to the creditors, shareholders and public-even if representation is received from one of the shareholder, question of issuing notice to the shareholders does not arise. Accordingly, Petition is disposed of on the following terms: (i) Petitioners are permitted to amend the Scheme and the Petition as per the draft amendment handed over and marked "X" for identification. Amendment to be carried out within a period of four weeks. (ii) The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Orient Information Technology Limited into IT People(India) Limited and their respective shareholders. (iii) Counsels appearing on behalf of the Petitioners have 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. (iv) The Regional Director has filed his 3 affidavit in reply and has stated that a complaint has been received from one Mr.Dhirendra Gandhi vide letter dated 22/7/2008 in respect of proposed merger of the Orient Information Technology Limited with Transferee Company. Save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. (v) Mr.Sethi the learned counsel appearing on behalf of the Petitioner in Company Petition No.476 of 2008 states that the complainant has addressed letter directly to the Office of Regional Director and no affidavit has been filed in this Hon’ble Court setting out grounds for objection. However, it is stated that the Registrar of Companies had addressed letter dated 19th February, 2008 to the first Transferor Company forwarding therein complaint received by them. The learned counsel appearing on behalf of the Petitioner submits that a suitable reply was send to the Registrar of Companies vide letter dated 3rd March, 2008. (vi) It is further stated that a meeting of the Equity shareholders was convened and held on 8th April, 2008 and 50(fifty) equity 4 shareholders holding 48,45,022(forty eight lacs forty five thousand twenty two) equity shares of the value of Rs.4,84,50,220(Rupees four crores eighty four lacs fifty thousand two hundred and twenty) have validly voted ‘FOR’ with the modifications as proposed and 6 equity shareholders voted invalid. Thus, the Scheme was approved with modification by 100% of the equity shareholders who attended the meeting and validly voted. The complainant did not attended the meeting. It is further stated that the complainant holds only 0.06612% of the issued, subscribed and paid up Share Capital. (vii) The Official Liquidator has filed report in Company Petition Nos. 476 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner and that the transferor company may be ordered to be wound up. (viii) 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. 5 (ix) There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 476 & 477 of 2008 are made absolute in terms of prayer clause (a). (x) The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. (xi) The Petitioners in both the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos. 476 of 2008 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. (xii) 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 6 Registrar, High Court, Bombay. (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J)