IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 499 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 384 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Dynacons Systems & Solutions Limited; And In the matter of the Scheme of Arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited and their respective Shareholders and Creditors Dynacons Systems & Solutions Limited …… Petitioner/ Demerged Company And COMPANY SCHEME PETITION NO. 500 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 385 OF 2010 Dynacons Technologies Limited …… Petitioner/ Resulting Company Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates for the Petitioners. Ms. Soma Singh i/b Mr. S.K. Mohopatra for Regional Director in both the Petitions CORAM: S.J. KATHAWALLA J Dated: 15th October, 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary Affidavits of compliance in the Hon’ble Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. However, in paragraph 6 of the said Affidavit, the Regional Director submits that: (a) In clause 17.6 of the scheme the words “but shall not be less than Rs. 1/-” be added after the words “into shares of smaller amount than is fixed by the memorandum”. (b) It is suggested that the reference to clause 17 appearing in clause 19.3 of the scheme be substituted by clause 19.1. (c) As regards amendment/ alteration to the Capital Clause of the Memorandum of Association of Demerged/ Resulting Company, the respective Companies may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fees and stamp duty as payable. 5. With respect to Clause 4 above, the Petitioner hereby undertakes to: (a) make necessary corrections in clause 17.6 of the scheme by adding the words “but shall not be less than Re. 1/-” after the words “into shares of smaller amount than is fixed by the memorandum”. (b) Substitute clause 17 appearing in clause 19.3 of the scheme by clause 19.1 (c) Comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies after payment of necessary filing fees and stamp duty as applicable as regards amendment/ alteration to the Capital Clause of the Memorandum of Association of Demerged/ Resulting Company. The Undertaking is accepted. 6. Upon perusal of the entire 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 have come forward to oppose the Scheme. Moreover the Regional Director has stated that save and except as stated in paragraph 6 (a), (b) & (c) of his Affidavit, the Scheme does not appear to be prejudicial to the interests of the Creditors and Shareholders and Public. 7. There is no further objection to the Scheme save and except, as stated in paragraph 4 and since all the requisite statutory compliances have been fulfilled, both the Company Scheme Petitions i.e. the Company Scheme Petition No. 499 of 2010 filed by the Demerged Company and the Company Scheme Petition No.500 of 2010 filed by the Resulting Company are made absolute in terms of prayer clause (a) of the respective Petitions. 8. The Demerged Company to lodge an authenticated copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 9. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, towards its costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S.J. Kathawalla J.)