1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 20 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.997 OF 2007 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act, 1956 And In the matter of the Scheme of Amalgamation of KPIT Cummins Infosystems (Bangalore) Private Limited With KPIT Cummins Infosystems Limited. KPIT Cummins Infosystems Limited ...Petitioner Company Mr. Chakrapani Misra a/w Aditya Khanna i/b Khaitan & Co. for the Petitioners. Mr. C. J. Joy and Ms. Bharti Mahant i/b Mr. S. K. Mohopatra for the Regional Director in Company Petition No.20 of 2008. CORAM : A. M. Khanwilkar J. DATE : 29th February, 2008 P.C: 2 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of KPIT Cummins Infosystems (Bangalore) Private Limited (the Transferor Company) with KPIT Cummins Infosystems Limited (the Transferee Company). 3. Counsel appearing on behalf of the Petitioner Company has stated that the individual notices have been served upon the Creditors as per the directions of this Hon’ble Court and the Petitioner has complied with all the requirements as per the directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the scheme. Moreover, the Regional Director 3 has stated that the scheme as proposed is in the interest of shareholders and creditors. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled Company Petition No.20 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 7. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 8. The Petitioner in the Company Petition to pay Cost of Rs.5000/- to the Regional Director . Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Registry. 4 (A. M. Khanwilkar, J.)