1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.214 OF 2009 CONNECTION WITH COMPANY APPLICATION NO.286 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between CMS Computers Limited and CMS Info Systems Private Limited and their respective shareholders . CMS Computers Limited ) …..Petitioner Company AND COMPANY PETITION NO.215 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.287 OF 2009 CMS Info Systems Private Limited … Petitioner/Transferee Company 2 Mr. Chetan Kapadia a/w Ms Suruchi Rungta i/b Khaitan & Co. for the Petitioners Mr. S. V. Bharucha with Mr. Jadhav i/b Mr. S. K. Mohopatra for R.D. in all matters Mr. Sangmeshwar Delmade for O.N.G.C. Mr. Rahul Matkar for Unsecured Creditors. CORAM: S.C. Dharmadhikari J. DATE: 24th April 2009 P.C: 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 Arrangement of CMS Computers Limited (the Transferor Company) with CMS Info Systems Private Limited (the Transferee Company). 3. Counsel appearing on behalf of the Petitioners has stated that the individual notices have been served upon the one remaining equity shareholder and the Creditors of the Transferor Company as per the directions of this Hon’ble Court and the Petitioners have complied with all 3 the requirements as per the directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. 4. 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 has stated that save andexcept what is stated in para 6 of his Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. Mr. Kapadia, on instructions, makes a statement that the Profit will be transferred to Capital Reserves. Statement Accepted. 5. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.214 of 2009 filed by the Transferor Company and Company Petition No.215 of 2009 filed by the Transferee Company are made absolute in terms of prayers clauses (a) to (f). 6. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of 4 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. 7. The Petitioners in all the Company Petitions to pay Cost of Rs.7500/- to the Regional Director. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Registry. (S. C. Dharmadhikari, J.)