IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 576 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 511 OF 2010 Broadllyne Technologies Limited … Petitioner/Transferor Company WITH COMPANY SCHEME PETITION NO. 577 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 512 OF 2010 Glodyne Technoserve Limited … Petitioner /Transferee Company IN THE MATTER of Scheme of Arrangement and Amalgamation of Broadllyne Technologies Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. 2 Miss Renuka Shetty i/b Crawford Bayley & Co., Advocates for the Petitioners in both Petitions. Mr. C.J. Joy with Abhijeet Desai i/b Mr. S.K. Mohopatra for Regional Director in both Petitions. Dr. T. Pandian, Deputy Official Liquidator present in CSP No. 576 of 2010. CORAM: S. J. VAZIFDAR, J. DATE: 19th November, 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 Broadllyne Technologies 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 3 all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The Undertaking is accepted. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6, the Scheme does not appear to be prejudicial to the interest of shareholders and public. Para 6 of the Affidavit filed by the Regional Director reads as: “That the Deponent further submits that, as per letter dated 07/05/2010 issued by the Bombay Stock Exchange Limited, the Transferee Company may be directed to comply with the terms and conditions of the listing agreement regarding lock-in-period as specified therein.” The Counsel on behalf of the Transferee Company undertakes to comply with the terms and conditions of the listing agreement regarding lock-in-period as specified in letter dated 07/05/2010 of Bombay Stock Exchange Limited. The undertaking is accepted. 4 4. The Official Liquidator has filed a report in Company Scheme Petition No. 576 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. 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. 6. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 576 of 2010 and 577 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions. 7. 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. 5 8. 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. 576 of 2010, to pay costs of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)