IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1027 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1222 OF 2009 First Offshoring Technologies Private Limited ...Petitioner/Transferor Company WITH COMPANY PETITION NO. 1028 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1223 OF 2009 Servicesource Offshore Technologies Private Limited ...Petitioner/Transferor Company WITH COMPANY PETITION NO. 1029 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1224 OF 2009 Hi Tech Offshoring Services Private Limited ...Petitioner/Transferor Company WITH COMPANY PETITION NO. 1030 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1225 OF 2009 WNS Global Services Private Limited ...Petitioner/Transferee Company 2 IN THE MATTER of Scheme of Amalgamation and Arrangement between First Offshoring Technologies Private Limited, Servicesource Offshore Technologies Private Limited and Hi Tech Offshoring Services Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited. Mr. Ashish Kamat alongwith Ms. Nidhi Sharma i/b Crawford Bayley & Co., Advocates for the Petitioners Mr. C. J. Joy alongwith Mr. P. Khosla i/b Mr. S.K. Mohopatra for Regional Director. Mr. P. Ramarao, Official Liquidator present in CP Nos. 1027 of 2010 to 1029 of 2010 CORAM: S. J. KATHAWALLA J. DATE: 25th March, 2010 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation and Arrangement between First Offshoring Technologies Private Limited, Servicesource 3 Offshore Technologies Private Limited and Hi Tech Offshoring Services Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited. 3. Counsel appearing on behalf of the Petitioner Companies 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, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the said Affidavit reads as under:- “6. That the Deponent respectfully submits that the combined authorized capital of the Transferor and Transferee Company will take effect on the date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956 instead of “effective date” as stated in para 15 of the scheme.” 4 5. In view of the aforesaid objection, the Counsel undertakes on behalf of the Petitioner Companies that the combined authorized capital of the Transferor and Transferee Company will be given effect only from the date of entry in MCA 21 data base. The said undertaking is accepted. 6. The Official Liquidator has filed a report in Company Petitions Nos. 1027of 2010 to 1029 of 2010 stating that the affairs of the Petitioner Companies have been conducted in a proper manner and that the Petitioner Companies 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 public policy. None of the Parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 1027 of 2010, 1028 of 2010, 1029 of 2010 and 1030 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions. 5 9. The Transferee 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 Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai. The Petitioner Companies in Company Petition Nos. 1027 of 2010, 1028 of 2010 and 1029 of 2010, to pay costs of Rs.7500/- each, 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 authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)