1. The Central Government had filed a petition under various provisions of the Companies Act, 1956 (the Act) against Maytas Infra Limited, its directors and certain others. I heard the petition on 27.2.2009 and by an interim order dated 5.3.2009, I authorized the Central Government to appoint four directors as nominees of the Company Law Board on the board of the company. Accordingly, the Central Government had appointed four eminent persons as the nominees of the Company Law Board in addition to the two then existing directors representing the promoters of the company. The reconstituted board had taken various steps to revive the fortunes of the company including getting a CDR Scheme approved by the financial institutions. The Board of the company took into confidence all the major stakeholders of the company, like IL & FS, ICICI Bank, State Bank of India and IDBI regarding the affairs of the company. Presently, a consensus has emerged among these stakeholders that there should be a change in the existing promoter so as to restore the credibility of the company and to bring in necessary funds. IL&FS which currently holds 14.5% shares in the company and which has also got 22.6% shares as pledge, has evinced interest to take over the control and management of the company .subject to certain .terms and conditions. Other stakeholders support the offer of ILFS. The offer of IL&FS was considered by the board of the company on 31.8.2009 and the board of the company has come to a conclusion that in the interest of the company and all its stakeholders, the offer of IL&FS should be recommended to this Board for consideration. Accordingly, the company has filed this application.

2. The application was heard on 31^st August, 2009. The Central Government, ICICI Bank, IDBI Bank, the nominees of the present promoters and IL&Fs were represented. All have supported the recommendation of the Board of the company for induction of IL&FS as the new promoter. Shri Teja Raju and Shri B Narasimha Rao, directors representing the present promoters have filed an affidavit undertaking to resign from the Board on induction of IL&FS and to support its efforts in reviving the company. Taking into consideration that due to the efforts put in by the nominee directors, the business of the company has stabilized and that the board has been successful in getting the corporate debt restructured, and that a stage has come to give momentum to the efforts of the nominee directors and that the proposal of IL&FS recommended by the board of the company has also been supported by all the major stakeholders, I approve the induction of ILFS as the new promoters of the company. Accordingly, I pass the following order which will be in supersession of the interim order dated 5.3.2009:

(1) IL&FS shall be the new promoter of the company with immediate effect.

(2)IL&FS which holds 14.5% shares, shall foreclose its rights on the pledged shares of 22.6% shares and thus will hold 37.1% shares in the company.

(3)It shall make a public announcement in terms of SEBI Take over Regulations within the period as stipulated in the said Regulations.

(4)It shall appoint four of its nominees including the Chairman on the board of directors of the company and will be in control of the management of the affairs of the company.

(5)On appointment of these four directors, Shri Teja Raju and Shri B. Narsimha Rao shall submit their resignation as directors and shall thereafter cease to be directors of the company.

(6)At the choice of the Central Government, two of the four Company Law Board nominees appointed by the Central Government in terms of order dated 5.3.2009, shall continue as directors for a period of two years with the same immunity granted as per the order dated 5.3.2009.

(7)Within a period of three months, IL&FS will bring in up to Rs.55 crores as liquidity support to the company.

(8)IL&FS shall, for a period of not less than two years, hold a minimum of 26% shares in the company and sha