1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.186 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.77 OF 2008 Capgemini Consulting India Pvt.Ltd. .. Transferor Co. WITH COMPANY PETITION NO.185 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.76 OF 2008 Capgemini India Pvt.Ltd. .. Transferee Co. Mr.Naushad Engineer with Daljeet Singh Bhatia i/b. ALMT Legal for petitioners. Mr.S.Ramakantha, Dy.O.L. present Ms.Heena Shah i/b. Mr.S.K.Mahapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 13th June 2008 P.C. . Heard learned Counsel for the parties. 2 2. The sanction of the Court is sought under sections 391 to 394 of the Companies Act, 1956 to the scheme of amalgamation of Capgemini Consulting India PPvt.Ltd. the "Transferor Company" with Capgemini India Pvt.Ltd. the "Transferee Company". 3. Learned Counsel appearing on behalf of the petitioners has 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. Petitioner companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made threunder. 4. The Regional Director has filed his affidavit as per section 394A of the Companies Act. In para 6(a) of the said affidavit, he has 3 asked for the compliance of the provisions of Sections 94 and 97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies with ROC fees and Stamp Duty as applicable. Also in para 6(b) of the said affidavit hhe has asked the Transferee company to comply with the provisions of Section 17A of the Companies Act, 1956 and in para 6(c) of the said affidavit he has asked the petitioner company to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard - 14 i.e. Accounting for Amalgamation issued by the Institute of Chartered Accountants of India. It is further stated that save as aforesaid, that the scheme is not prejudicial to the interest of creditors and shareholders and public. 5. In reply to the objections raised by the Regional Director in paragraph 6(a) to 6(c) of his affidavit, the transferee company has filed 4 its affidavit dated 11th April 2008. So far as objection raised at para 6(a), the transferee company has cited and annexed several judgements of this Court as well as of other courts and stated that the said objection is unsustainable and that he the peti oner is exemped from complying with the provisions of Sections 94 and 97 read with Schedule X of the Companies Act in respect of filing of necessary forms wih he Registrar of Companies and that it is further exempted from payment of additional fees and stamp duty as applicable for the increase of its authorised capital to Rs.50,00,00,000/-. So far as of objections in para 6(b) and 6(c) are concerned, both the petitioner companies have filed their affidavits dated 16th and 11th April 2008 respectively and undertaken to comply with the requisite procedure for change in registered office and also confirmed that they will comply with the Accounting Treatment as prescribed under Accounting Standard - 14 i.e. Accounting for 5 Amalgamation issued by the Institute of Chartered Accountants of India. 6. Pursuant to the objection raised by the Regional Director vide para 6(a) of his affidavit dated 3rd April 2008 as stated above, the petitioners have also amended clause 15 part IV - General of the Scheme of Amalgamation annexed as Exh.L to the petition. This amendment has been filed in this Court by the Transferor and Transferee companies by their Affidavits dated 12th and 13th May 2008 respectively. Clause 15 Part IV - General of the Scheme of Amalgamation annexed as Exh.L to the petition shall stand amended accordingly. 7. The O.L. has filed his request in Company Petition No.186 of 2008 stating that the affairs of the Transferor company has been conducted in a proper manner and therefore the transferor company may be ordered to be 6 dissolved. 8. Upon perusal of the entire material placed 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 sc4heme as proposed is not prejudicial to the interests of creditor, shareholders and public. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition No.186 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (e) and Company Petition No.185 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 10. It is further clarified that pursuant to 7 the amendment carried out to Clause 15 of the Scheme, as regards prayer clause (e) of the Company Petition No.185 of 2008, the authorised share capital of the transferee company shall stand increased from the present Rs.8,00,00,000/- to Rs.148,00,00,000/- divided into 14,80,000 equity shares of Rs.100 each without any further act, instrument, deed or resolution on the part of the transferee company and without any payment of stamp duty and/or ROC fees. 11. The petitioner companies to lodge a 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 certified copy and/or an authenticated copy of the order. 12. The petitioners in all the company petitions to pay cost of Rs.5000/- each to the 8 Regional Director in all the petitions and to the official liquidator by the petitioner in the petition filed by the Transferor company. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. All authorities to act on a copy of this order along with scheme duly authenticated by the Company Registrar. (S.C.Dharmadhikari, J)