1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.976 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1175 OF 2007 BMS Industries Limited ... Petitioner/ Transferor Company AND COMPANY PETITION NO.977 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1176 OF 2007 Technosoft Information Technologies (India ) Limited .. Petitioner/ Transferee Company In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956); And In the matter of a Scheme of Arrangement between BMS Industries Limited and Technosoft Information Technologies (India) Limited. Deepan Desai i/b Kanga & Company, Advocates for Petitioners Mr. C. J. Joy i/b S.K. Mohapatra for the Regional Director in both Petitions. CORAM : A.M. KHANWILKAR J. DATE : 28th MARCH 2008 P.C. 1. Heard learned Counsel for parties. 2 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956 to a Scheme of Arrangement between BMS Industries Limited, the Transferor Company and Technosoft Information Technologies (India) Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have 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. 4. The Regional Director has filed Affidavit in Reply stating therein that the Scheme is not prejudicial to the interests of Creditors and Shareholders and public. 5. 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. None of the parties concerned have come forward to oppose the Scheme. Moreover the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders, creditors and the public. 6. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos.976 of 2007 and 977 of 2007 are made absolute in terms of prayer Clauses (a) to (d). 7. The Transferee Company to lodge 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 authenticated and/or certified copy of this Order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four 3 weeks from today. Petitioner to comply with all statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M.Khanwilkar J.)