IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.967 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1137 OF 2007 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between Sinewave Computer Services Private Limited and Moolani Management Consultants Private Limited. Sinewave Computer Services Private Limited ........ Petitioner (Demerged/Transferor Company) AND COMPANY PETITION NO. 968 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1224 OF 2007 In the matter of the Scheme of Arrangement between Sinewave Computer Services Private Limited and Moolani Management Consultants Private Limited. Moolani Management Consultants Private Limited …..…Petitioner (Resulting/Transferee Company) Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners Mr. C. J. Joy i/b S. K Mohapatra for R.D. in both the Petitions. CORAM: A. M. KHANWILKAR J. DATE : 1st FEBRUARY, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Sinewave Computer Services Private Limited, the Transferor/Demerged Company and Moolani Management Consultants Private Limited, the Transferee/Resulting Company for demerger of Outsourcing Division of Sinewave Computer Services Private Limited into Moolani Management Consultants Private Limited. 3. Counsel appearing on behalf of the Petitioners have 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. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. 2 5. Upon perusal of the entire material on record, in my opinion 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petitions filed by the Transferor/Demerged Company and the Transferee/Resulting Company are made absolute in terms of prayer clause (a) to (b) in Company Petition Nos.967 of 2007 i.e. the Demerged /Transferor Company and prayer clause (a) to (b) in Company Petition Nos.968 of 2007 i.e. the Resulting/Transferee Company. 7. The Transferee/Resulting 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. 3 8. The Petitioners in both the Company Petition to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. Petitioner to comply with 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 alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4