IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.651 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.709 OF 2009 In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956 (1 of 1956); And In the matter of Scheme of Amalgamation of Advance Automation And Process Controls Private Limited, the Transferor Company and Rolta Limited, the Petitioner Company and their respective Shareholders. Rolta Limited … Petitioner/ Transferee Company Mr. Sanjay Jain i/b Kanga & Company, Advocates for the Petitioner Company. Mr. C. J. Joy with Mr. V. B. Tiwari i/b Mr.S. K. Mohpatra for the Regional Director. 1 CORAM : S. J. KATHAWALLA J. DATE : 15th October 2009 P.C. :- 1. Heard Learned Counsel for the parties 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Advance Automation And Process Controls Private Limited, the Transferor Company with Rolta Limited, the Petitioners/Transferee Company. 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, Petitioner Company through its Counsel also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Counsel for the Petitioners further informed the Court that Advance Automation And Process Controls Private Limited, the Transferor Company which has its Registered Office in New Delhi has filed its Petition for sanction of the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 in Delhi High Court being Company Petition (Diary No.) 152520 of 2009 and the said Petition is pending. 4. The Regional Director has filed his affidavit stating therein that the Scheme does not appear to be prejudicial to the interests of the shareholders and public. However, In paragraph 4(vii) of his Affidavit, the Regional Director has, inter alia, observed as follows :- “However, a perusal of the information on related party transactions submitted by the Transferee Company revealed a prima facie 2 violation of section 295 in respect of loans given to private companies in which directors of the Transferor Company were interested as Directors therein. Further, prima facie violation of section 383A of the Companies Act, 1956 was also observed for non-appointment of Company Secretary by the Transferee Company. Hence this Directorate sought an explanation from the Transferee Company as to how they sworn an affidavit dated 04/09/2009 averring non- contravention of the provisions when violations of section 383A and section 295 were apparent on the face of the record. The Transferee Company by its letter dated 23/09/2009, a copy annexed hereto and marked as Exhibit `D’, apologises for the lapse and attributed the same to in-advertence on its part while also clarifying that it was never their intention to hide non-compliance. The above is brought to the notice of the Hon’ble High Court for information”. 5. The Petitioner Company has tendered an Affidavit dated 12th October 2009 of Mr.K.S. Rao, Executive Director of the Petitioner Company in which the Petitioner Company has given its explanation on the abovementioned observations made by the Regional Director. It is, inter alia, stated in the said Affidavit that there is no violation of the provisions of the Companies Act, 1956 and the lapses, if any, on the part of the Petitioner Company are due to mere inadvertence and not intentional. It is further stated that the Petitioner Company has 8 shareholders who are family members and group private limited companies and that the Petitioner is not a listed company and no outsider is interested in the Petitioner Company and that there will be no prejudice to public interest. Moreover, the Petitioner Company has also undertaken to take suitable measures, as may be required, for remedying the violations pointed out by the Regional Director in his Affidavit. The said undertaking is accepted. 6. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of 3 law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. So far as the violation of Sections 295 and 383A of the Companies Act, 1956 by the Transferee Company are concerned, the Registrar of Companies/Regional Director are at liberty to take appropriate action pursuant to the Companies Act, 1956 against the Transferee Company. 7. There is no objection to the Scheme, save and except as stated hereinabove, and since all the requisite statutory compliances have been fulfilled, the above Company Petition filed by the Transferee Company is made absolute in terms of prayer Clauses (a) to (f) of the Company Petition. 8. The Transferee Company to lodge copy of this order along with a copy of 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. 9. The Petitioner to pay cost of Rs.7,500/- to the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. The Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.) 4