IN THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.699 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 677 OF 2009 IN THE MATTER OF: Companies Act of 1956 (1 of 1956); AND Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of BA Continuum India Private Limited with BA Continuum Solutions Private Limited. BA Continuum India Private ) Limited, a company incorporated ) under the Companies Act, 1956, ) having its registered office at ) 9th Floor, “A” Wing, Building ) No.12, Paradigm, Mindspace, ) Malad (West), Mumbai-400 064. ) …… Petitioner 1 Called for Direction CORAM: Dr. D. Y. Chandrachud, J. DATE : 18th December, 2009 Mr. Sharan Jagtiani i/b. D. H. Law Associates, Advocates for the Petitioners Mr. P. Ramarao Official Liquidator Mr.M. S. Bhardwaj for Regional Director MINUTES OF THE ORDER 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 arrangement embodied in the Scheme of Amalgamation between BA Continuum India Private Limited, the Petitioner/ Amalgamated Company with BA Continuum Solutions Private Limited, transferee Company. 3. The Counsel for the Petitioner informed the Court that the Registered Office of BA Continuum Solutions Private 2 Limited is situated at Hyderabad and the Petition filed by the said Company in the High Court of Andhra Pradesh for seeking sanction of the proposed scheme of arrangement is pending. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner Company has complied with all requirements as per directions of this Court and has filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company also 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. 5. The Regional Director has filed its Affidavit, stating that the scheme is not prejudicial to the interest of the shareholders and public. 6. The Official Liquidator has filed his Report stating that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be order to be dissolved. 7. From the material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public 3 policy. None of the parties concerned have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme does not appear to be prejudicial to the interest of share holders and the public. The Official Liquidator has also stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. Since all the requisite statutory compliances have been fulfilled, the Company Petition No.699 of 2009 filed by the Transferor Company is made absolute in terms of prayer clause (a) to (f) and (h). 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 to pay Costs of Rs.7,500/- each to the Regional Director, Western Region, Ministry of Corporate Affairs and the Official Liquidator High Court, Bombay. Costs to be paid within four weeks from today. 4 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud, J.) 5