IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 839 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1369 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Hyprotech India Private limited (“the Transferor Company”) With Aspentech India Private Limited (“the Transferee Company”) And their respective shareholders HYPROTECH INDIA PRIVATE LIMITED …………Petitioner / Transferor Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioner. Mr. S. Ramakantha, Dy. Official Liquidator. ______________i/b Mr. S.K. Mohapatra for Regional Director CORAM: A.M. Khanwilkar, J DATE : 5th December, 2008 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 of Hyprotech India Private Limited, the Transferor Company with Aspentech India Private Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner 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. Moreover, Petitioner / Transferor Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of Creditors, Shareholders and public. 5. The Official Liquidator has filed report stating therein that the affairs of the Petitioner / Transferor Company have been conducted in a proper manner and that the Petitioner / Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not 2 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 Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Petitioner / Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 839 of 2008 made absolute in terms of prayer clauses (a) to (d). 8. The registered office of Aspentech India Private Limited, the Transferee Company is situated at New Delhi and the present Scheme has been sanctioned by the Hon’ble High Court of Delhi at New Delhi on November 28, 2008 in Company Petition No.297 of 2008. 9. The Petitioner / Transferor Company to lodge a copy of this order and the Scheme with the Registrar of Companies, Maharashtra, Pune and with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty 3 payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 10. The Petitioner to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator by the Petitioner / Transferor Company. 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A.M. Khanwilkar, J) 4