1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 472 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 440 OF 2011 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 Sterlite Infra-Tech Limited (the Transferor /Petitioner Company’ ) With Sterlite Technologies Limited (‘the Transferee Company’ ) And their respective Shareholders. STERLITE INFRA-TECH LIMITED ………… the Transferor / Petitioner Company Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioner. Mrs. R. N. Sutar, Asst Official Liquidator, present in Company Scheme Petition No. 472 of 2011. Mrs. S. V. Bharucha i/b Mr. H.P.Chaturvedi for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE: 21ST October, 2011 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 to a Scheme of Amalgamation of Sterlite Infra – Tech Limited, the Transferor / Petitioner Company with Sterlite Technologies Limited, the Transferee Company and their respective Shareholders. 3. The learned counsel appearing on behalf of the Petitioner Company submits that the Petitioner Company is a wholly owned subsidiary of Sterlite Technologies Limited, the Transferee Company and that by an order passed by this Court on 15th July, 2011 in Company Summons for Direction No. 440 of 2011, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by Sterlite Technologies Limited, the Transferee Company, was dispensed with. 4. The Counsel appearing on behalf of the Petitioner 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 Company undertakes 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. 5. The Regional Director has filed an Affidavit in the above Petition stating therein that save and except as stated in paragraph 3 (a) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Counsel appearing for the Petitioner has drawn my attention to paragraphs 3(a) of the Affidavit of the Regional Director in which it is stated that: “That, at para 8 of the Petition filed by the Petitioner Transferor Company, the situation of registered office of the transferee company namely M/s. Sterlite Technologies Ltd. has been shown as E1, MIDC, Waluj, Aurangabad – 431 136 which is not correct as per the records maintained in the office of the Registrar of Companies, Gujarat. It is submitted that the said Transferee company was originally incorporated on 24-03-2000 in the State of Maharashtra, but, the Registered office of the Company was, subsequently, shifted from the State of Maharashtra to the State of Gujarat at Silvassa (Union Territory), falling under the jurisdiction ROC, Gujarat, Dadra & Nagar Haveli, vide order dated 29-6-2010 passed by the Company Law Board, Mumbai Bench. The said order of the Company Law board, was filed by the Petitioner Transferee company with the concerned Registrar of Companies, and has been registered at the Registrar of Companies Gujarat, Dadra & Nagar Haveli, vide certificate issued on 1-10-2010 i.e. before the date of filing of the present petition”. 2 “It is submitted that, since, the Company belongs to the Union Territory falling under the jurisdiction of the Registrar of Companies, Gujarat and Dadra & Nagar Haveli and not under the State of Maharashtra, the correct address of the registered office of the Transferee Company is required to be mentioned in the Petition. The Hon’ble Court may be pleased to direct the Petitioner Transferor Company to place the correct facts of the situation of the registered office of the Transferee Company on the records of the present proceedings.” 7. In response to the above concern raised by the Regional Director, the Counsel for the Petitioner Company has tendered an Affidavit in reply dated 20th October, 2011 of one Mr. Amit Deshpande, Authorised Signatory of the Petitioner Company, which submits that there was a typographical error in the situation of registered office of the Transferee Company as stated in paragraph 8 of the aforesaid Company Scheme Petition. The situation of the registered office of the Transferee Company is incorrectly stated as E1, MIDC, Waluj, Aurangabad 431136 instead of Survey No. 68/1, Rakholi Village, Madhuban Dam Road, Silvassa, Dadar Nagar Haveli – 396230. The Counsel for the Petitioner Company, therefore, seeks leave of this Court to make necessary amendments in Paragraph 8 of the aforesaid Company Scheme Petition. Leave to amend is granted. Amendment to be carried out within four weeks from today. 8. The Official Liquidator has filed his report stating therein that the affairs of the Petitioner Company have been conducted in a proper manner and the Petitioner Company may be ordered to be dissolved. 9. 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 has come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 11. The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay 3 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. 12. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 13. The Petitioner to pay costs of Rs.10,000/- each to the concerned Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari J) 4