IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.627 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.844 OF 2008 In the matter of Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between TICS Telecom Towers Private Limited With XCEL Telecom Private Limited. XCEL Telecom Private Limited. ….Petitioner/ Transferee Company Mr Amit Jamsandekar i/b M/s Khaitan & Co. for the Petitioner Mr. C. J. Joy and Ms. Lata Patne i/b Mr S K Mohapatra for the Regional Director Coram: A. M. Khanwilkar, J Date: 17th Day of October 2008 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court if sought under Section 391 to Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between TICS Telecom Towers Private Limited with XCEL Telecom Private Limited. 3. The Company Petition No 627 of 2008 has been filed by XCEL Telecom Private Limited, the Transferee Company. Counsel for the Petitioner submits that the registered office of the Transferor Company is situated in Patiala, Punjab and that the Petition filed by the Transferor Company is pending before the Punjab & Haryana High Court. Hence, the sanction of this Court is sought subject to the order of the Punjab & Haryana High Court in the Company Petition No.92 of 2008 filed by the Transferor Company in the said Court. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all the directions of this Court and has filed the necessary affidavits of compliance in the Court. The Petition Company also undertakes to comply with any other statutory requirements as provided under the Companies Act, 1956 and the rules made thereunder. The said undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interests of the creditors or the shareholders or members of the public. However, in paragraph 6 of the said Affidavit he has submitted that the Petitioner Company may be directed to furnish the latest financial statements before the Court at the time of the hearing. 6. Accordingly, Mr Satish S. Rao, Company Secretary of the Petitioner Company has filed an additional affidavit annexing therewith the audited financial statements for the financial year ending 31 March 2008 of both the Companies, i.e. the Petitioner/ Transferee Company and the Transferor Company which are annexed as Exhibits ‘A’ and ‘B’ respectively to the said Affidavit. 7. 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 law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme is not prejudicial to the interest of the creditors, shareholders or members of the public. 8. There is no objection to the Scheme save and except as stated in paragraph 5 herein. Since all requisite statutory compliances have been fulfilled, Company Petition No.627 of 2008 is made absolute in terms of prayer clauses (a) to (j). The Scheme is sanctioned subject to an order sanctioning the Scheme to be passed by the Punjab & Haryana High Court in respect of the Company Petition filed by the Transferor Company in the said Court. 9. The Petitioner Company to lodge a copy of the order and the Scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 30 days of obtaining the certified copy of the Order. 10. The Petitioner to pay costs of Rs.7,500/- to the Regional Director. Costs to be paid within 4 weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. ` A. M. Khanwilkar, J