IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.411 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.511 OF 2009 Customer Operational Services (Chennai) Private Limited …. Petitioner / Transferor Company WITH COMPANY PETITION NO.412 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.512 OF 009 Marketics Technologies (India) Private Limited …. Petitioner / Transferor Company WITH COMPANY PETITION NO.413 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.513 OF 2009 Noida Customer Operations Private Limited …. Petitioner / Transferor Company WITH COMPANY PETITION NO.414 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.514 OF 2009 NTrance Customer Services Private Limited …. Petitioner / Transferor Company 1 WITH COMPANY PETITION NO.415 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.516 OF 2009 WNS Customer Solutions Private Limited …. Petitioner / Transferor Company WITH COMPANY PETITION NO.416 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.515 OF 2009 WNS Customer Solutions Shared Services Private Limited ….Petitioner / Transferor Company WITH COMPANY PETITION NO.417 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.517 OF 2009 WNS Workflow Technologies (India) Private Limited …. Petitioner / Transferor Company WITH COMPANY PETITION NO.418 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.518 OF 2009 WNS Global Services Private Limited ….Petitioner / Transferor Company 2 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Scheme of Amalgamation and Arrangement between Customer Operational Services (Chennai) Private Limited, Marketics Technologies (India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services Private Limited, WNS Customer Solutions Shared Services Private Limited, WNS Customer Solutions Private Limited and WNS Workflow Technologies (India) Private Limited with WNS Global Services Private Limited. Ms. Venkatesh Dhond a/w Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioners Ms. Neeta Masurkar with Mr. N.D. Sharma i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions. Mr. P.A. Kabadi i/b Doijode Associates for Times Internet Limited Mr. M. Chandanamuthu , Dy.Official Liquidator in C.P Nos.511 of 2009 to 517 of 2009. CORAM: S.J. KATHAWALLA, J. DATE: 11TH AUGUST, 2009 PC: 1. Heard learned counsel for the Parties. 3 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation and Arrangement of Customer Operational Services (Chennai) Private Limited, Marketics Technologies (India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services Private Limited, WNS Customer Solutions Shared Services Private Limited, WNS Customer Solutions Private Limited , WNS Workflow Technologies (India) Private Limited with WNS Global Services Private Limited. 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 also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that save and except as stated in Para 6, it appears that the Scheme is not prejudicial to the interest of Shareholders and public. In Para 6 it is stated that the Transferor Companies and the Transferee Company is fully owned by the Overseas Corporate bodies registered outside India and therefore the Petitioner Companies 4 may be directed to file a copy of the Scheme alongwith the Order of this Court with the RBI within 30 days from the date of its sanction. 5. Mr. Deepak Nigam, Authorised Signatory of the Petitioner Companies has filed an Affidavit dated 06th august, 2009 wherein he has given an undertaking to file a copy of the Scheme alongwith the Order of this Court with the RBI within 30 days from the date of its sanctioning of the Scheme of Amalgamation by this Court. The said undertaking is accepted. 6. Save and except as mentioned in point 8 below, the Official Liquidator has filed the report stating that the affairs of the Transferor Companies has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the Parties except Times Internet Limited have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and the creditors and public and the Official Liquidator has stated that the affairs of the Transferor Companies has been conducted in a proper manner. 5 8. An objection was raised by Times Internet Limited, Unsecured Creditor of the Petitioner Company in Company Petition No.418 of 2009. This objection does not survive in view of the fact that Consent Terms dated 11th August, 2009 have been filed with Times Internet Limited which have been taken on record and marked ‘X’. The undertakings are accepted. 9. Since all the objections are resolved and the requisite statutory compliances have been fulfilled, Company Petition Nos.411, 412 of 2009, 413 of 2009, 414 of 2009, 415 of 2009, 416 of 2009, 417 of 2009 filed by the Transferor Companies and Company Petition No.418 of 2009 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (e) of the respective Petitions. 10. 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 30 days from the date of the Order. 11. The Petitioners in all the Company Petitions to pay cost of Rs.7500 each to the Regional Director. The Petitioners in Company Petitiion Nos.411 of 2009 to 417 of 2009 to pay cost of Rs.7500 to the Official Liquidator, High Court, Bombay. 6 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. S. J. KATHAWALLA, J. 7