IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 610 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 441 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Companies Act, 1956; And In the matter of Scheme of Arrangement/ Amalgamation of Symphony Services Pune Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045; With Symphony Services Corporation (India) Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at No. 13/1, Outer Ring Road, Kaadubeesanahalli, Varthur Hobli, Bangalore – 560 087 in the State of Karnataka; And Their respective shareholders and creditors. 2 Symphony Services Pune Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045 ) ) ) ) ) Petitioner Mr. Vikash Kumar i/b. Mr. Anil T. Agarwal for the Petitioner Mr. M. S. Bhardwaj i/b Mr. S. K. Mohapatra for Regional Director Mr. P. Ramarao, Official Liquidator, present Coram: Dr. D. Y. Chandrachud, J. Dated: 18th December, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 to the Companies Act, 1956 to a Scheme of Amalgamation between Symphony Services Pune Private Limited, the Transferor Company and Symphony Services Corporation (India) Private Limited, the Transferee Company. 3. The Counsel for the Petitioner states that the Registered office of Symphony Services Corporation (India) Private Limited, the Transferee Company is situated at Bangalore in the State of Karnataka and that the said Transferee Company has filed its petition for sanctioning the said scheme in the High Court of Karnataka and the petition is now pending for hearing before the High Court of Karnataka. 3 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the statutory 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. Undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and Public. 6. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliance has been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a) to (d). The Scheme is sanctioned subject to order to be passed by the High Court of Karnataka in the Petition filed by the Transferee Company in the said Court. 4 9. The Petitioner Company 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. 10.The Petitioner in the Company Petition to pay cost of Rs. 7,500/- each to the Regional Director, Western Region, Mumbai and 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. 12.All concerned authorities to act on a copy of this Order along with the Scheme duly authenticated by Company Registrar, High Court. Bombay. (Dr. D. Y. Chandrachud, J.)