1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 832 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 818 OF 2009 Y-Point (India) Private Limited ..... Petitioner/first Amalgamating Company AND COMPANY PETITION NO 833 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 819 OF 2009 Y-Point Technologies (India) Private Limited .....Petitioner/Second Amalgamating Company AND COMPANY PETITION NO 834 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 820 OF 2009 Tekedge (India) Private Limited .......Petitioner/Third Amalgamating Company In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Y-Point (India) Private Limited(first Amalgamating Company) and Y-Point Technologies (India) Private Limited(Second Amalgamating Company) and Tekedge (India) Private Limited(Third Amalgamating Company) and Xoriant Solution Private Limited(Amalgamated Company) and their respective members Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mrs Neeta Masurkar with Shri S.K. Mohapatra for the Regional Director. 2 Mr. P. Rama Rao, Official Liquidator in the Petitioner Companies. CORAM : S.J. KATHAWALLA J DATE: 26TH FEBRUARY 2010 P.C 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 Amalgamation of Y-Point (India) Private Limited Y-Point Technologies (India) Private Limited and Tekedge (India) Private Limited, the Amalgamating Companies with Xoriant Solution Private Limited, the Amalgamated Company and their respective members. All the Petitioner/Amalgamating Companies are 100% owned and subsidiaries of the Amalgamated/Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed his affidavit in reply and has stated that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed report stating that the affairs of the Petitioner Companies has been conducted in a proper manner and that the said Companies may be ordered to be wound up. 3 6. Upon perusal of the entire 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 832 of 2009, 833 of 2009 and 834 of 2009 are made absolute in terms of prayer clause (a). 8. The Petitioner Companies to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 9. The Petitioners to pay cost of Rs. 7500/- each to the Regional Director and Official liquidator. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)