IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 478 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 342 OF 2010 Compulink Systems Limited … Petitioner/Transferor Company WITH COMPANY SCHEME PETITION NO. 481 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 343 OF 2010 Glodyne Technoserve Limited … Petitioner /Transferee Company IN THE MATTER of Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. Miss Renuka Shetty i/b Crawford Bayley & Co. Advocate for the Petitioners in both Petitions. Mr. N.D. Sharma i/b Mr. S.K. Mohopatra for Regional Director in both Petitions. 2 Dr. T. Pandian, Deputy Official Liquidator present in CSP No. 478 of 2010. CORAM: S. J. KATHAWALLA J. DATE: 22nd October, 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 the Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. 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. The Undertaking is accepted. 3 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. In paragraph 6 of the said Affidavit, the Regional Director has stated that:- “6. That the Deponent further submits that, a winding up petition was filed against the Transferor Company by M/s. Millenium Engineers, which was subsequently withdrawn in as much as both the contracting parties had agreed for referring the matter to arbitration. From the Para No. 7 of Schedule XIV forming part of the Balance Sheet as on 31/03/2010 it has been noticed that the Hon’ble sole arbitrator Justice (Retd) R M Bapat has passed an award against the Transferor Company directing the Transferor Company to pay a principle amount of Rs.84,53,737/-. The Transferor Company has preferred an appeal against the said award before this Hon’ble High Court which is pending for consideration. It is therefore, respectfully submitted that the Transferee Company shall duly protect the interest of the said creditor of Transferor Company. This is for the information of this Hon’ble High Court.” In response to the above, the Counsel appearing on behalf of the Petitioner submits that the Arbitral Award is disputed and the Arbitration Petition filed by the Transferor Company in this regard is pending. The Counsel for the Transferee Company submits that as per Clause 6.1 of the Scheme, all 4 legal proceedings pending in the name of the Transferor Company shall be continued and enforced by the Transferee Company as and from the effective date of the Scheme. 5. The submission of the Counsel for the Transferee Company is correct. M/s. Millenium Engineers and the Transferee Company are free to pursue the legal remedies available to them in accordance with law. 6. The Official Liquidator has filed a report in Company Scheme Petition No. 478 of 2010 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company 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. 478 of 2010 and 481 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 Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner Company in Company Scheme Petition No. 478 of 2010, to pay costs of Rs. 10,000/- 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.)