1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.224 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1316 OF 2007 INFRASTRUCTURE LEASING & FINANCIAL SERVICES LIMITED …… Petitioner / Demerged Company AND COMPANY PETITION NO.225 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1317 OF 2007 IL&FS FINANCIAL SERVICES LIMITED ….. Petitioner / Resulting Company In the matter of the Companies Act (1 of 1956); AND In the matter of Section 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between INFRASTRUCTURE LEASING & FINANCIAL SERVICES LIMITED and IL&FS FINANCIAL SERVICES LIMITED and Their Respective Shareholders & Creditors. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. D. A. Dubey i/b Mr. S.K. Mohapatra for Regional Director in C.P. Nos.224 and 225 of 2008. 2 CORAM: A. S. OKA, J. DATED: April 11, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956 to a Scheme of Arrangement between INFRASTRUCTURE LEASING & FINANCIAL SERVICES LIMITED, the Demerged Company and IL&FS FINANCIAL SERVICES LIMITED, the Resulting Company and their respective shareholders & Creditors for the demerger of ‘the Demerged Undertaking’ of the Demerged Company into the Resulting Company. 3. Counsel appearing on behalf of the Petitioner have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. So far paragraph 6 of his Affidavit is concerned the counsel appearing for the Resulting Company undertakes to comply with the requirement of the provisions of section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary stamp duty and ROC fees if any, applicable. The said undertaking is accepted. 5. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has 3 come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interests of share holders and creditors and the public. 6. There is no objection to the Scheme save and except as stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.224 of 2008 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (d) and Company Petition No.225 of 2008 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 7. The Petitioner Companies to lodge a copy of this order and the scheme with the 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 and/or an authenticated copy of the order. 8. The Petitioner Companies to pay costs of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from the date of the order. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. S. Oka, J.)