IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 965 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1142 OF 2009 ATOS ORIGIN IT SERVICES PRIVATE LIMITED …………Petitioner / First Transferor Company COMPANY PETITION NO. 966 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1143 OF 2009 SEMA SOFTWARE INDIA PRIVATE LIMITED …………Petitioner / Second Transferor Company COMPANY PETITION NO. 967 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1144 OF 2009 ATOS ORIGIN INDIA PRIVATE LIMITED …………Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation between Atos Origin IT Services Private Limited (“the First Transferor Company”) AND Sema Software India Private Limited (“the Second Transferor Company”) With Atos Origin India Private Limited (“the Transferee Company”) and Their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. P. Ramarao, Official Liquidator, present in Company Petitions Nos. 965 of 2009 and 966 of 2009. Mr. Anurag Gokhale i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 26th February, 2010 PC: 1. Heard learned counsels 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 Atos Origin IT Services Private Limited, the First Transferor Company and Sema Software India Private Limited, the Second Transferor Company with 2 Atos Origin India Private Limited, the Transferee Company and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 5 thereof the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Counsel for the Regional Director upon instructions from Mr. M Chandana Muthu, Joint Director, Office of the Regional Director, states that the words “save and accept as stated in paragraph 5 thereof” appearing in last 3 paragraph of Affidavit of Regional Director is a typographical mistake and that the Regional Director has not raised any objection in the said Affidavit in respect of the present scheme. 5. The Official Liquidator has filed a report in Company Petition Nos. 965 of 2009 and 966 of 2009 stating therein that the affairs of the Transferor Companies, viz, Atos Origin IT services Private Limited and Sema Software India Private Limited have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. The Counsel for the Petitioners states that one of the unsecured creditors Viz. M/s. Marlabs Software Private Limited has written letters to the Transferee Company raising objection to the present Scheme in lieu of their pending dues. 7. In reply to the said objection the Transferee Company has filed an Affidavit dated 24th February, 2010, wherein the 4 transferee Company has set out the details of the transaction which took place between the above referred creditor and the said Company. In the said Affidavit it is, inter alia, stated that at the meeting with the representative of the said creditor in May, 2008, it was agreed that there was nothing due and payable to said creditor. It is further stated that the Petitioner Company is reputed multinational Company and have no intention of withholding payment of any creditors. It is also stated that the Scheme is not prejudicial to the interest of the said creditor as they are the creditor of the Petitioner Company, which is also the Transferee Company and that the creditor is free to initiate proceeding in the appropriate jurisdiction against the Transferee Company, which will continue in existence even after the merger. In view of the aforesaid statements and in my view there is no need to take any cognizance of the objection raised by the said creditor in his letter. 5 8. 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 965 of 2009 and 966 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the Respective Petition and Company Petition No. 967 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the Order. 6 11. The Petitioners in all the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Petition Nos. 965 of 2009 and 966 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 7