IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 118 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 827 OF 2010. E2E INFOTECH (INDIA) PRIVATE LIMITED …………Petitioner / First Transferor Company. AND COMPANY SCHEME PETITION NO. 119 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 828 OF 2010. KAIROLEAF ANALYTIC PRIVATE LIMITED …………Petitioner / Second Transferor Company WITH COMPANY SCHEME PETITION NO. 120 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 829 OF 2010. AURIONPRO SOLUTIONS 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 E2E INFOTECH (INDIA) PRIVATE LIMITED and KAIROLEAF ANALYTIC PRIVATE LIMITED with AURIONPRO SOLUTIONS LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Mr. N. D. Sharma i/b Mr. H. P. Chaturwadi for Regional Director in both Petitions. Dr. T. Pandian, Official Liquidator, present in CSP Nos. 118of 2011 and 119 of 2011. CORAM: S. J. Kathawalla, J. DATE: 10th June, 2011. PC: 1 1. Heard 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 E2E INFOTECH (INDIA) PRIVATE LIMITED and KAIROLEAF ANALYTIC PRIVATE LIMITED with AURIONPRO SOLUTIONS LIMITED. 3. Counsel appearing on behalf of the Petitioners states 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 (a) and 6 (b) it appears that the Scheme is not appear to be prejudicial to the interest of shareholders and public. In Paragraph 6 (a) and 6 (b) of the said Affidavit it is stated that:- 6. (a) It is observed that about 71.54% of the shareholding of the second transferor company is held by Foreign Body Corpor- ate viz. Kairoteaf Holdings Pte Ltd. Hence for the allotment of new share by the transferee company to the said foreign body corporate, the transferee company may be directed to comply with the provisions of RBI/FEMA in this regard. 2 (b) Clause No. 9.4 of the scheme is not properly worded and it is respectfully submitted that the said clause be modified as fol- lows: “The new equity shares issued and allotted by the transferee company in terms of clause 9.2 of the scheme be listed in the Stock Exchanges in which the existing equity shares of the transferee company are listed at present and shall be subject to lock in period as applicable to the said new equity shares.” 5. As far as the first objection in paragraph 6(a) of the Affidavit of Re- gional Director is concerned, the Transferee Company through its counsel undertakes to comply with the provisions of RBI/FEMA. This undertaking is accepted. 6. As far as the second objection in Paragraph 6(b) of the affidavit of Re- gional Director is concerned, the Counsel for the Petitioner seeks leave of this Court to modify Clause 9.4 of the Scheme in terms of the Schedule handed which is taken on record and marked 'X' for identific- ation. Leave to amend is granted. Amendment to be carried out within two weeks from today. 7. The Official Liquidator has filed a report stating 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. 3 8. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, all Company Scheme Petition are made absolute in terms of prayer Clauses (a) to (j). 10. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar High Court, (O.S.) 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. 11. The Petitioner Companies in Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Scheme Petition Nos. 118 of 2011 and 119 of 2011 to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. ( S. J. Kathawalla, J.) 4