IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.377 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.318 OF 2009 CONCURRENT INFRASTRUCTURE PRIVATE LIMITED ……Petitioner / Transferor Company. AND COMPANY PETITION NO.378 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.319 OF 2009 CONCURRENT (INDIA) INFRASTRUCTURE LIMITED ………Petitioner / Transferee Company. In the matter of the Companies Act 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 CONCURRENT INFRASTRUCTURE PRIVATE LIMITED With CONCURRENT (INDIA) INFRASTRUCTURE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao,.Official Liquidator in all Petitions Ms. Bharti Mahant and Mr. H. K. Vardhan i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. CORAM: S. J. Kathawalla, J. DATE: 28th August, 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, to the Scheme of Amalgamation of CONCURRENT INFRASTRUCTURE PRIVATE LIMITED, the Transferor Company With CONCURRENT (INDIA) INFRASTRUCTURE LIMITED, the Transferee Company . 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. 4. The Regional Director has filed Affidavit stating therein that save and except as stated in paragraphs 6 of the said 2 Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit the Regional Director has inter alia stated that as per the balance Sheet of 31/03/2008 of the Transferee Company, it is noticed that the said Company has violated the provision of section 58A of the companies Act, 1956. Further, the Transferee Company has also violated the provisions of section 295 of the Act and the Transferee Company in its letter submitted to the office of the Regional Director had admitted the said violations. It is further stated in the said affidavit that the Registrar of Companies Mumbai has been directed to initiate necessary penal action against the Transferee Company and its directors in this regard and that the above facts being 'material fact's in respect of the Transferee Company, as it is a listed company, are brought to the notice of this Court for information. 5. Mr. K. Sudhir Babu, Director of the Transferee Company has filed his affidavit dated 24th August, 2009 in Company Petition No.378 of 2009 in reply to the objections raised by the Regional Director in his Affidavit. In the said Affidavit, the Transferee Company has, inter alia, stated that as regards the alleged violation under section 295 and 58A of the Act by the Petitioner / Transferee Company, undertakes to file compounding application for the said violations. The said undertaking is accepted. It is further stated in the said affidavit that none of the alleged violations referred to by the Regional Director have any bearing whatsoever on the 3 Scheme hence, do not come in the way of the scheme being sanctioned by the Court. It is also stated that it is always open to the Regional Director to adopt such proceedings in accordance with law with regard to the alleged violations against the Company and its Directors, as the case may be, even after the scheme is sanctioned. It is also stated that the Transferee Company has no objections to such liberty being reserved to the Regional Director subject to the Company’s right to defend such proceedings in accordance with law and that if any such proceedings are adopted against the Transferee Company, the same can be and may be continued against the Transferee Company. 6. In view of the statements made in the said affidavits, the Regional Director/Registrar of Companies is at liberty to adopt appropriate proceedings in accordance with Law against the Petitioner Companies for the aforesaid violations. Moreover, it is not stated and there is nothing to suggest that the alleged violations are detrimental to the scheme as such. 7. The Official Liquidator has filed report in Company Petition Nos.377 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without winding up of the Company. 8. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not 4 violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 9. There is no objection to the Scheme, save and except as stated in paragraph 4 and 5 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petition No.377 of 2009 is made absolute in terms of prayer clauses (a) to (j) and Company Petition No.378 of 2009 is made absolute in terms of prayer clauses (a) to (i). 10. The Petitioner Companies to lodge a copy of this order and the Scheme with duly authenticated by the Company Registrar High Court, (O.S.) Bombay, the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 11. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition No.377 of 2009 filed by the Transferor Company. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 5 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 6