IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 813 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 791 OF 2009 SATNAM DEVELOPERS AND FINANCE PRIVATE LIMITED ….Petitioner / Transferor Company No.1 AND COMPANY PETITION NO. 814 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.792 OF 2009 SATNAM REALTORS PRIVATE LIMITED …..Petitioner / Transferor Company No.2 WITH COMPANY PETITION NO. 815 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 793 OF 2009 TRENT LIMITED ….Petitioner/Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Satnam Developers and Finance Private Limited and Satnam 1 Realtors Private Limited with Trent Limited; AND Their respective shareholders. CORAM: DR. D. Y. CHANDRACHUD J. DATE: 18th December, 2009 Mr. Shailesh Shukla i /b. AZB & Partners for the petitioners. Mr. P. Rama Rao, Official Liquidator, in C.P. No. 813 of 2009 and C.P. No. of 814 of 2009. Mr. D. A. Dubey for Regional Director in C.P. No. 813 of 2009, C.P. No. 814 of 2009 and C.P. No. of 815 of 2009. PC: 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 (“the Act”)to the Scheme of Amalgamation of Satnam Developers and Finance Private Limited and Satnam Realtors Private Limited with Trent Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has 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, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Official Liquidator has filed report in Company Petition No.813 of 2009 and Company Petition No. 814 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 2 5. The Regional Director has filed an affidavit stating therein that save and except what is stated in paragraph 6 thereof, the scheme is not prejudicial to the interest of the shareholders and the public. Paragraph 6 reads as under :- 6. That the Deponent further submits that, the First Transferor Company is 100% subsidiary of M/s. Trent Limited, therefore it attains the status of public company. Hence, the loan granted by the First Transferor Company to the Second Transferor Company viz. Satnam Realtors Private Limited during the financial year 2004-05 to 2008-09 attracts the provisions of section 295 of the Act, as Mr. S. V. Phene is a common director. In this regard the Registrar of Companies, Mumbai is being directed to initiate necessary penal action against the First Transferor Company and its directors in respect of violation of section 295 of the Act in this regard. However, the First Transferor Company vide its letter dated 11/12/2009, admitted the default and has submitted its undertaking that necessary steps will be taken under section 621A of the Act for compounding the said violation. This is being the material facts in the context of the First Transferor Company which is being wound up on sanction of the present scheme of amalgamation is brought to the notice of this Hon’ble High Court for the information please. 6. The counsel for the Petitioners states that it was not contended that the violations of Sections 295 of the Act affect or prejudice the scheme as such. Nor was it contended that the scheme has been proposed mala-fide or for the benefit of any particular person or persons, firm or company. Further, this court has already held that a mere violation of the provisions of Sections 295 of the Act would not warrant a rejection of a scheme of amalgamation under Sections 391 to 394 of the Act. The Counsel for the Petitioners further states that the Petitioners have already given an undertaking for compounding the violation of Section 295 under Section 621A of the Act. 3 7. From the 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled; the Company Petition No. 813 of 2009 and the Company Petition No. 814 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (h) respectively. The Company Petition No. 815 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 9. The Petitioner Companies 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 the order. 10. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and the Petitioners in the Company Petition No 813 of 2009 and the Company Petition No. 814 of 2009 to pay costs of Rs.7500/- each to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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.) 4