IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 219 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 155 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Fineng Solutions Private Limited with 3i Infotech Limited. Fineng Solutions Private Limited … Petitioner Company Mr. Vikram B. Trivedi with Mr. Sunil Tilokchandani and Mr. Rashid Boatwalla i/b M/s. Manilal Kher Ambalal & Co. for the Petitioner Company. Ms. Jyotsna Pandhi i/b Mr.H. P. Chaturvedi for Regional Director Mrs. R.N.Sutar, Asst. Official Liquidator present. Coram : S.C. Dharmadhikari J. Date : 14th October, 2011 1. Heard learned counsel for the parties. 2. This Petition has been filed for obtaining sanction to a Scheme of Amalgamation of Fineng Solutions Private Limited, the Transferor Company with 3i Infotech Limited, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel for the Petitioner stated that by an order passed by this Court in Company Summons for Direction No. 155 of 2011 on 25th February, 2011 the filing of separate Application and Petition under Sections 391 to 394 of the Companies Act, 1956 by 3i Infotech Limited, the Transferee Company was dispensed with. Hence, no Petition is filed by the Transferee Company. 4. The Counsel appearing on behalf of the Petitioner Company states that the Petitioner Company has complied with all the statutory requirements as per the direction of this Court and they have filed necessary Affidavit of compliance in Court. The Petitioner Company undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956. 5. The Regional Director has filed an Affidavit in the above Petition stating that save and except as stated in paragraph 6 (a) and 6 (b) thereof, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of an Affidavit filed by the Regional Director it is stated that:- “6. That the Deponent further submits that:- (a) As per Clause No.1.2 of the scheme the appointed date is 01/04/2010. However, Clause No. B-12 of the scheme reveals that by way of Business Purchase Agreement dated 01/07/2010 the entire assets/liabilities of the Transferor Company have been transferred to the Transferee Company. Further clause B-10 of the scheme reveals that there are no employees of the Transferor Company as on date. In view of the above, by way of the subsequent agreement entered on 01/07/2010 between the Transferor Company and Transferee Company what is sought to be achieved by the Transferee Company as on 01/04/2010 (appointed date) is redundant and therefore nothing survives in this scheme. In this regard Transferee Company vide its letter dated 11/08/2011 has clarified the justification for keeping appointed date as 01/04/2010 and further justifies need for entering into Business Purchase Agreement on 01/07/2010. The reply given by the company is satisfactory and the same is placed before the Hon’ble High Court for information. A copy of letter dated 11/08/2011 of M/s. 3i Infotech Limited (Transferee Company) is attached as annexure hereto and marked as EXHIBIT ‘D’. (b) The Registrar of Companies, Mumbai is in receipt of complaint against the Transferee Company in respect of suspicious transactions made by the company and compliance of the Companies Act, 1956/FEMA/FERA and RBI and submitted his report to the Ministry and same is under consideration of the Ministry of Corporate Affairs/Regional Director. However the Ministry of Corporate Affairs/Regional Director/Registrar of Companies and other Regulatory agencies reserves their rights to take necessary penal action against the Transferee Company and its officers in default, if any offence is established against them.” 6. As far as the contents of paragraph 6(a) of the Affidavit of Regional Director are concerned, the Counsel for the Petitioner states that the Transferee Company has suitably replied vide letter dated 11th August, 2011 to the query raised by the Regional Director. The Regional Director in his Affidavit has found the explanation given by the Company to be satisfactory. 7. As far as the contents of paragraph 6(b) of the Affidavit of Regional Director are concerned, the Counsel for Petitioner states that the Ministry of Corporate Affairs/Regional Director/Registrar of Companies and other Regulatory agencies shall have rights to take necessary penal action against the Transferee Company and its officers in default if and when any offence is established against them. Counsel for the Petitioner further states that the same is not a subject matter of the present Company Scheme Petition. 8. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 219 of 2011 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (i) of the Petition. 11. The Transferee Company to lodge a copy of this order and the said Scheme of Amalgamation, 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 this order. 12. The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay within four weeks from the date of this order. 13. The Petitioner Company to file a copy of this order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 14. Filing and issuance of the drawn up order is dispensed with. 15. All authorities concerned to act on a copy of this order along with the said Scheme of Amalgamation duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S.C. Dharmadhikari J.)