IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 694 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 717 OF 2010 Spheris India Private Limited ........Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO. 695 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 718 OF 2010 CBay Transcription Services Private Limited ........Petitioner/ Second Transferor Company WITH COMPANY SCHEME PETITION NO. 696 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 719 OF 2010 CBay Systems (India) Private Limited ........Petitioner/ Transferee Company 2 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 of Spheris India Private Limited (“the First Transferor Company” or “Spheris India”) and CBay Transcription Services Private Limited (“the Second Transferor Company” or “CBay Transcription”) with CBay Systems (India) Private Limited (“the Transferee Company” or “CBay India”) and Their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petition. Dr. T. Pandian, Official Liquidator present in CSP Nos. 694 of 2010 and 695 of 2010. Mr. C. J. Joy and Mr. N. D. Sharma i/b Mr. H.P. Chaturvedi for Regional Director in all Petition. 3 CORAM: S.C. Dharmadhikari, J. DATE: 28th January, 2011 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 of Spheris India Private Limited and CBay Transcription Services Private Limited with CBay Systems (India) Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner Company 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 Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme is not prejudicial to the interest of shareholders and public. In 4 Paragraph 6 of the said affidavit, the Regional Director has stated that :- “That the Deponent further submits that, the shares of the First Transferor Company are held by two Foreign Body Corporates. For allotment of new equity shares by the Transferee Company to these foreign body corporates, the transferee company may be directed to comply with FEMA/RBI Guidelines as applicable while implementing the present scheme of amalgamation.” 5. In reply to the query raised by the Regional Director, the counsel for the Petitioner Company states that the petitioner company undertakes to comply with FEMA/RBI Guidelines for allotment of new equity shares to the shareholders of First Transferor Company, as applicable while implementing the present Scheme of Amalgamation. The said undertaking is accepted. 6. The Official Liquidator has filed report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that both the Transferor Companies may be ordered to be dissolved. 5 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of provisions of law and is not contrary to public policy. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 694 OF 2010 and 695 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 696 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner 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.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Petition Nos.694 of 2010 and 695 of 2010 filed by the Transferor Companies 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. 6 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.C. Dharmadhikari, J.)