IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.831 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.882 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Tecpro Ashtech Limited and Tecpro Power Systems Limited with Tecpro Systems Limited and Their Respective Shareholders and Creditors. Tecpro Ashtech Limited. …Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner. Mr. P. Rama Rao, Official Liquidator, in C.P. No. 831 of 2009. Mr. M.M. Goswami & Mr. Afrose Shah i/b Mr. S. K. Mohapatra for Regional Director CORAM: Dr. D.Y. CHANDRACHUD J. DATE: 20TH NOVEMBER 2009 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Tecpro Ashtech Limited and Tecpro Power Systems Limited with Tecpro Systems Limited and their Respective Shareholders . 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner 1 undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking accepted. 4. It is further stated that the 2nd Transferor and the Transferee have filed Petitions before the Delhi High Court which is pending. 5. The Regional Director has filed an affidavit and has stated that in clause 16 of the Scheme the word “Authorised Share Capital be substituted by the words “Main Object” and the Petitioner Company may be directed to carry out a correction accordingly. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Petitioner has no objection thereto. The Petitioner is permitted to make necessary corrections in the Scheme within a period of two weeks from today. 6. The Official Liquidator has filed a report stating therein that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Petitioner/Transferor Company may be ordered to be dissolved. 7. Counsel appearing on behalf of the Petitioner states that the Petitioner Company has received notices from about twelve of the Unsecured Creditors seeking to recover their dues. It is further stated that two of the unsecured Creditors, namely, Moongipa Roadways Private Limited and Ms. Sudhir construction have filed affidavits. 8. The learned Counsel appearing for the Petitioner states that Ms. Moongipa Roadways Private Limited have received their dues and the dues of Ms. Sudhir Construction will be paid after the accounts are reconciled. It is further stated that the present Scheme is an Arrangement between the Petitioner and its shareholders where the Transferor Companies are sought to be merged /amalgamated with the Transferee. 2 9. The Scheme, in particular clause 4.2, envisages that all debts, liabilities, duties and obligations of the Transferor Company are transferred or deemed to be transferred to and vested in and be assumed by the Transferee Company, so as to become as from the Appointed Date, the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company. The scheme is only between the Petitioner and its shareholders and would not affect the rights and liabilities of the Creditors. 10. 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. 11. Since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a). 12. The Petitioner 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 order. 13. The Petitioner to pay costs of Rs.7500/- each to the Regional Director and the Official Liquidator a sum of Rs.7500/- . Costs to be paid within four weeks from today. 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 Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (DR. D. Y. CHANDRACHUD J.) 3