1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 260 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 200 OF 2010 In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of NetXen Systems (India) Private Limited And In the matter of Scheme of Arrangement in the form of Amalgamation between NetXen Systems (India) Private Limited and QLogic (India) Private Limited NetXen Systems (India) Private Limited, a Company ) incorporated under the provisions of Companies Act, ) 1956 having its Registered Office at C/o Mandar Sathe ) & Co., Company Secretaries, Flat No. 46-A, C.T.S. 1358, ) 5th Floor, Sadashiv Peth, Off Bajirao Road, Pune 411 030 )Petitioner (Transferor Company) WITH COMPANY SCHEME PETITION NO. 261 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 201 OF 2010 In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of QLogic (India) Private Limited And In the matter of Scheme of Arrangement in the form of Amalgamation between NetXen Systems (India) Private Limited and QLogic (India) Private Limited QLogic (India) Private Limited, a Companyincorporated ) 2 under the provisions of Companies Act, 1956 having its ) Registered Office at MCCIA Trade Towers, B 301-306, ) Senapati Bapat Road Pune 411 016 )Petitioner (Transferee Company) Shri. Rahul Risbud and Shri. Vikas Mahangare, Advocates for Petitioners Shri. N. D. Sharma i/b Mr. S. K. Mohapatra for Regional Director in both Petitions Shri Dr. T. Pandian Official Liquidator present in C.S.D. NO. 260 OF 2010 CORAM: S. J. KATHAWALLA J. DATE : 15TH OCTOBER, 2010 PC: 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 the Scheme of Amalgamation between NetXen Systems (India) Private Limited, the Transferor Company and QLogic (India) Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes 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 Affidavit, inter alia, stating therein that save and except as stated in paragraph 6 of the Affidavit the scheme does not appear to be prejudicial to the interest of shareholders and the public. In paragraph 6 of the said Affidavit, the Regional Director has stated that : “whole of equity share capital of Transferor and Transferee Company is held by Foreign Body Corporate. Hence the Transferor and Transferee Company may be 3 directed to comply with necessary provisions of R. B.I. Guidelines/ FEMA in this regard.” 5. In view of the aforesaid observations made by the Regional Director, the Transferor Company and Transferee Company have filed their respective Reply Affidavits wherein they have given an undertaking to comply with the necessary provisions of the Reserve Bank of India Guidelines/ Foreign Exchange Management Act. The undertaking is accepted. 6. The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. From 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 Petition. 8. Since all the requisite statutory compliances have been fulfilled, both the Petitions are made absolute in terms of prayer (a) of the respective Petition. 9. The Transferee Company 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, within 60 days from the date of the Order. 10. The Petitioner Companies in both the Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in CSP No.260 of 2010 pay costs of Rs. 10,000/- to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)