1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 753 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 813 OF 2010 Tecnovate eSolutions Private Limited ……Petitioner /Transferor Company AND COMPANY SCHEME PETITION NO 754 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 812 OF 2010 Intelenet Global Services Private Limited .....Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Tecnovate eSolutions Private Limited and Intelenet Global Services Private Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners in both the Petitions. Dr. T. Pandian Official Liquidator present in Company Scheme Petition No. 753 of 2010 . Mr. C.J. Joy with Ms. Soma Singh, i/b H.P. Chaturvedi for Regional Director in both the Petitions CORAM: S.C. DHARMADHIKARI, J DATE: 11TH FEBRUARY, 2011 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Tecnovate eSolutions Private Limited, the Transferor Company and 2 Intelenet Global Services Private Limited, the Transferee Company and their Respective Shareholders 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The said 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 the shareholders and public. 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No 753 of 2010 is made absolute in terms of prayer clause (a) of the Petition and Company Scheme Petition No. 754 of 2010 is made absolute in terms of prayer clauses (a) to (d) the Petition. 8. The Petitioners 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 order. 3 9. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition Nos. 753 of 2010 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.C. DHARMADHIKARI, J)