IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 186 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 230 OF 2009 CBAY REMOTE SERVICES PRIVATE LIMITED …………Petitioner / First Transferor Company. COMPANY PETITION NO. 187 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 231 OF 2009 CKAR SYSTEMS PRIVATE LIMITED …………Petitioner / Second Transferor Company. COMPANY PETITION NO. 188 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 232 OF 2009 INFOKEY SOLUTIONS PRIVATE LIMITED …………Petitioner / Third Transferor Company. COMPANY PETITION NO. 189 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 233 OF 2009 CBAY SYSTEMS (INDIA) PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of CBAY REMOTE SERVICES PRIVATE LIMITED AND CKAR SYSTEMS PRIVATE LIMITED AND INFOKEY SOLUTIONS PRIVATE LIMITED WITH CBAY SYSTEMS (INDIA) PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 186 to 188 of 2009. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 186 to 189 of 2009 CORAM: A. M. Khanwilkar, J. DATE: 2nd May, 2009 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of CBay Remote Services Private Limited and CKar Systems Private Limited and Infokey Solutions Private Limited with CBay Systems (India) Private 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. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6 thereof it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. The objections in paragraph 6 states that the clause 7.4 of the Scheme provides that the difference between the Net Assets of the Transferor Companies transferred to CBay Systems (India) Private limited (Transferee Company) pursuant to the High Court order over the Book value of the investment cancelled in 3 the share of the Transferor Companies recorded by CBay Systems (India) Private Limited would be credited to General Reserve account in case there being any excess. However, the same should be credited to the Capital Reserve account. 6. On behalf of the Transferee Company, it is stated that the said amount will be transferred to the Capital Reserve Account of the Transferee Company, in case there being any excess. In view thereof, the Regional Director does not have any other objection to the scheme being sanctioned. 7. The Official Liquidator has filed report in Company Petition Nos.186 to 188 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. 8. 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 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, creditors and the public and the Official 4 Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 186 of 2009 to 188 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Petition No. 189 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 10. 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. 11. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioners in the Company Petition Nos.186 of 2009 to 188 of 2009 filed by the Transferor Companies to pay cost of Rs.7,500/- each to the Official Liquidator. 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. (A. M. Khanwilkar, J.) 6