1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO. 1022 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1176 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Coralgrid Software Private Limited and Coralgrid Technologies Private Limited with Triple Point Technology (India) Private Limited And their respective shareholders Triple Point Technology (India) Private Limited…Petitioner In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Coralgrid Software Private Limited and Coralgrid Technologies Private Limited with Triple Point Technology (India) Private Limited And their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Ms. Madhavi Tavanandi i/b Shri S.K. Mohapatra for the Regional Director. CORAM : S.J. KATHAWALLA J DATE: 26TH MARCH 2010 P.C 1. Heard the learned counsel for parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of Coralgrid Software Private Limited and Coralgrid Technologies Private Limited with Triple Point 2 Technology (India) Private Limited And their respective shareholders (“Scheme”) presented under Sections 391 to 394 and other relevant provisions of the Companies Act, 1956. The petition has been filed on behalf of the Transferee Company. 3. Counsel appearing on behalf of the Petitioner 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 Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed his affidavit in reply and has stated in paragraph 6 thereof that the Registered office of the First and Second Transferor Companies are situated in the State of Tamilnaidu. Hence, the First & Second Transferor Companies have to file similar petition before the Hon’ble High Court of Chennai for approving the said Scheme. The counsel appearing for the Petitioner states that the First & Second Transferor Companies Petitions have been sanctioned by the Madras High Court on 19th February 2010. 5. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 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 any public policy. 3 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 8. The Petitioner to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 9. The Petitioner to pay cost of Rs. 7500/- to the Regional Director. 10.Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order, the Scheme and form of minutes duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)