IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD MONDAY, FIFTH DAY OF OCTOBER, TWO THOUSAND NINE THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.130, 131 and 132 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.782, 783 and 784 of 2009 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN OSI OPTOELECTRONICS PRIVATE LIMITED (Transferor Company No. 1) AND SPACELABS HEALTHCARE SOLUTIONS PRIVATE LIMITED (Transferor Company No. 2) AND RAPISCAN SYSTEMS PRIVATE LIMITED (Transferee Company) and their respective shareholders COMPANY PETITION No.130 of 2009 OSI Optoelectronics Private Limited a company incorporated under the Companies Act, 1956 having its registered office at Plot No 1 & 9, Phase II, IDA, Cherlapally, Hyderabad – 500051. Represented by its Director. Petitioner / Transferor Company No. 1 COMPANY PETITION No.131 of 2009 Spacelabs Healthcare Solutions Private Limited a company incorporated under the Companies Act, 1956 having its registered office at Plot No 1 & 9, Phase II, IDA, Cherlapally, Hyderabad – 500051. Represented by its Director. Petitioner / Transferor Company No. 2 COMPANY PETITION No.132 of 2009 Rapiscan Systems Private Limited a company incorporated under the Companies Act, 1956 having its registered office at Plot No 1 & 9, Phase II, IDA, Cherlapally, Hyderabad. Represented by its Director. Petitioner / Transferee Company THE COURT MADE THE FOLLOWING COMMON ORDER The above petitions coming on for hearing on 5th October 2009, upon reading the said petitions, the order dated 27.07.2009 in Company Application Nos.782, 783 and 784 of 2009 dispensing with requirement of convening the meeting of shareholders of the above named companies for the purpose of considering and approving with or without modification the scheme of arrangement to be made between the transferor companies and the transferee company and also on going through the consent obtained from all the equity shareholders and creditors filed before this Court and upon hearing Sri R.Raghunandan, Advocate for the petitioners and it is appearing from the affidavits of the share holders and creditors that the proposed Scheme of Arrangement has been approved by all creditors and the share holders of the petitioner companies. The Official Liquidator filed affidavit expressing no objection. The Central Government in their common affidavit/report raised two objections. The petitioner in Company Petition No.130 of 2009 has filed an affidavit giving necessary response/clarification in relation to Central Government’s objections. The first objection of Central Government that the proposed enhancement of authorized capital of transferee company is beyond the resultant merged capital of all the companies, cannot be sustained. As seen from the reply affidavit even after the transferee company issues shares to the shareholders of transferor company No.1 and transferor company No.2, in the agreed swap ratio still 1,73,547 shares would remain unissued. Insofar as the compliance with the provisions of the Reserve Bank of India Act, 1934, and Foreign Exchange Management Act, 1999, learned Counsel for the petitioners has placed before this Court, Reserve Bank of India’s Master Circular No.01/2009-10, dated 01.07.2009, issued by Foreign Exchange Department of Reserve Bank of India, which is valid till 01.07.2010. A reading of paragraph 16 with Annexure 1 would show that there is no sectoral cap on IT Industry and FDI is permitted up to 100 percent on the automatic route subject to regulations applicable. Therefore, the two objections raised by the Central Government stand overruled. This Court, therefore, doth hereby sanction the scheme of arrangement as set out in Annexure-A of the petitions herein and schedule thereto and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. The parties to the scheme of arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of arrangement and that the first and second transferor companies and transferee company shall pay the costs of these petitions set at Rs.2,500/- each to the Assistant Solicitor General, and the first and second transferor companies shall pay costs of Rs.2,500/- each to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of. ____________ (V.V.S.RAO, J) 05.10.2009 vs