IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.759 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.713 OF 2010 Infratech Builders And Agro Private Ltd. ..Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.760 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.714 OF 2010 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Infratech Builders and Agro Private Ltd. (“IBAPL” or the “Transferor Company”) And Lodha Crown Buildmart Private Limited (“LCBPL” or “the Transferee Company”) and their respective Shareholders. Lodha Crown Buildmart Private Limited …Petitioner/ Transferee Company Ms. Alpana Ghone, i/b Kanga & Company, Advocates for Petitioners in both Petitions Mr. C. J. Joy and Ms. Soma Singh i/b H. P. Chaturvedi for the Regional Director in both Petitions Mr. T. Pandian, Dy. Official Liquidator present in CSP No.759 of 2010 1 CORAM: S.J. KATHAWALLA, J DATE : 24th JUNE 2011 P.C.: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Infratech Builders and Agro Private Limited, the Transferor Company and Lodha Crown Buildmart Private Limited, the 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 Companies through their Counsel undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that save and except what is stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6 of his Affidavit, the Regional Director has stated that:- 2 “That the Deponent further submits that as per clause 17 of the scheme, the final date to take effect of the scheme is 31/12/2010, which has already expired. In this connection, the Transferor and Transferee Company have passed the fresh Board Resolution dated 14/12/2010 extending the date to take effect of the scheme upto 31/12/2011. Copies of the said Board Resolution dated 14/12/2010 of the Transferor and transferee Company are annexed hereto and marked as Exhibit “D-1” & “D-2” respectively. 5. The Counsel for the Transferee Company states that both the Transferor as well as the Transferee Company have already passed the fresh Board Resolutions’ on 14th December, 2010 extending the date of taking effect of the Scheme upto 31st December, 2011 and that the copies of the said Board Resolutions have been submitted to the Regional Director which have been annexed to the aforesaid affidavit of the Regional Director. The said Statement is accepted. 6. The Official Liquidator has filed his Report in Company Scheme Petition No.759 of 2010 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. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is 3 not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, I am of the considered view that the Scheme shall have to be sanctioned. In the circumstances, Company Scheme Petition No.759 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (f) and Company Scheme Petition No.760 of 2010 filed by the Transferee Company is made absolute in terms of prayers (a) to (e). 9. The Transferee Company to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order: 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region Mumbai. The Petitioner Company in Company Scheme No.759 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. 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.) 5