IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 516 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 513 OF 2010 BT Telco Services India Pvt. Ltd. … Petitioner/Transferor Company IN THE MATTER of Scheme of Arrangement and Amalgamation between BT Telco Services India Private Limited and BT Global Communications India Private Limited and their respective Shareholders and Creditors. Miss. Renuka Shetty i/b Crawford Bayley & Co. Advocates for the Petitioners Mr. C. J. Joy with Mr. Anurag Gokhale i/b Mr. S.K. Mohopatra for Regional Director. Dr. T. Pandian, Deputy Official Liquidator present in CSP No. 516 of 2010. 2 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 Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement and Amalgamation between BT Telco Services India Private Limited and BT Global Communications India Private Limited and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioner Company 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 Company undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 3 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No. 516 of 2010 stating that the affairs of the Petitioner Company has been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 516 of 2010 is made absolute in terms of prayer clauses (a) to (f) of the Petition. 8. 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 4 purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. The Petitioner to pay costs of Rs. 10000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. 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.)