IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 110 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 92 OF 2010 Zensar OBT Technologies Limited ……..Petitioner / Transferor Company COMPANY SCHEME PETITION NO. 111 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 93 OF 2010 Zensar Transformation Services Limited ……..Petitioner / Transferor Company 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 Between Zensar OBT Technologies Limited (‘the First Transferor Company’) and Zensar Transformation Services Limited (‘the Second Transferor Company’) with Zensar Technologies Limited (‘the Transferee Company’) and their respective shareholders and creditors Ms Alpana Ghone Counsel, Mr. Rajesh Shah i/b Rajesh Shah & Co.,Advocates for both the Petitioners. Mr. V.P. Sawant i/b Mr. S.K. Mohapatra for Regional Director in both the petitions. Mr.P.Ramarao, Official Liquidator in both the petitions CORAM: S. J. Kathawalla, J. DATE: 9th April, 2010 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 between Zensar OBT Technologies Limited (‘the First Transferor Company’) and Zensar Transformation Services Limited (‘the Second Transferor Company’) with Zensar Technologies Limited (‘the Transferee Company’) and their Respective Shareholders and Creditors. 2 3. The Counsel for the Petitioners submit that the filing of separate Application and Petition by Zensar Technologies Limited, the “Transferee Company” was dispensed with by order passed by then Court on 18th February, 2010. 4. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director, Western Region, Ministry of Corporate Affairs, has filed Affidavit stating that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed report in Company Scheme Petition No. 110 of 2010 and Company Scheme Petition No. 111 of 2010 stating therein that the affairs of the Petitioner Companies have been conducted in a proper manner and that both 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 3 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 No. 110 of 2010 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 111 of 2010 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d). 9. The Petitioner Companies 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. Both the Petitioner Companies in both Petition to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and also 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. 4 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5