1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 587 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 556 OF 2010. In the matter of the Companies Act 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 Wipro Yardley Consumer Care Private Limited with Wipro Limited and their respective shareholders and creditors. WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED …….. Petitioner / Transferor Company Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner. Dr. T. Pandian, Official Liquidator, present Ms. Jyotsna Pandhi, i/b Mr. H. P. Chaturvedi for Regional Director in CSP Nos. 587 of 2010. CORAM: S. J. VAZIFDAR, J. DATE: 8th April, 2011 2 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED with WIPRO LIMITED and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 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 has 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 there under. The undertaking is accepted. 4. The Counsel for the Petitioner submits that the registered office of Wipro Limited, the Transferee Company is situated at Bangalore in the State of Karnataka and that the Petition filed by the said Company before the High Court of Karnataka at Bangalore. 5. The Official Liquidator has filed his report stating therein 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. 3 6. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 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 is made absolute in terms of prayer clauses (a) to (j). The Scheme is sanctioned subject to the order to be passed by the High Court of Karnataka at Bangalore in the Petition filed by the Transferee Company. 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 Petitioner Company to pay costs of Rs.10,000/- 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 authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. VAZIFDAR, J.)