IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.333 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.207 OF 2009 Amazon Online Private Limited ...Petitioner/1st Transferor Company 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 between Amazon Online Private Limited And Argentum Management Services Private Limited And Claridges Infotech Private Limited And Goodluck Millennium Trading & Marketing Private Limited And Tagg Cybertech Private Limited And Kohinoor Merchandise Private Limited With Moksh Infotech Private Limited And Nebula Software Private Limited And Primier Millennium Trading & Marketing Private Limited With Aurum Ventures Private Limited (formerly known as Kenwood Infotech Private Limited) 1 AND COMPANY PETITION NO.334 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.208 OF 2009 Argentum Management Services Private Limited ...Petitioner/2ndTransferor Company AND COMPANY PETITION NO.335 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.209 OF 2009 Claridges Infotech Private Limited ...Petitioner/3rdTransferor Company AND COMPANY PETITION NO.336 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.210 OF 2009 Goodluck Millennium Trading & Marketing Private Limited ...Petitioner/4thTransferor Company AND COMPANY PETITION NO.337 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.211 OF 2009 Tagg Cybertech Private Limited ...Petitioner/5thTransferor Company AND COMPANY PETITION NO.338 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.212 OF 2009 Kohinoor Merchandise Private Limited ...Petitioner/6thTransferor Company AND 2 COMPANY PETITION NO.339 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.213 OF 2009 Moksh Infotech Private Limited ...Petitioner/7thTransferor Company AND COMPANY PETITION NO.340 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.214 OF 2009 Nebula Software Private Limited ...Petitioner/8thTransferor Company AND COMPANY PETITION NO.341 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.215 OF 2009 Primier Millennium Trading & Marketing Private Limited ...Petitioner/9thTransferor Company WITH COMPANY PETITION NO.342 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.216 OF 2009 Aurum Ventures Private Limited (formerly known as Kenwood Infotech Private Limited) ...Petitioner/Transferee Company CORAM: S. J. KATHAWALLA J Date: 24th July, 2009 Mr. V P Sawant i/b Mr. Akshay Vani – Advocate for Petitioners Mr. P. Rama Rao, Official Liquidator in Company Petition Nos.333 of 2009 to 341 of 2009 present. Ms. Poornima Awasthi and Ms. Lata Patne i/b Mr. S.K. Mohapatra for the Regional Director 3 PC 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 a Scheme of Amalgamation of Amazon Online Pvt. Ltd., Argentum Management Services Pvt. Ltd., Claridges Infotech Pvt. Ltd., Goodluck Millennium Trading & Marketing Pvt. Ltd., Tagg Cybertech Pvt. Ltd., Kohinoor Merchandise Pvt. Ltd., Moksh Infotech Pvt. Ltd., Nebula Software Pvt. Ltd. AND Primier Millennium Trading & Marketing Pvt. Ltd. (the “Transferor Companies”) AND Aurum Ventures Pvt. Ltd. (formerly known as Kenwood Infotech Pvt. Ltd.) (the “Transferee Company”) and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the 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 statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed his report in Company Petition Nos.333 of 2009 to 341 of 2009 stating therein that the affairs of the Transferor Companies has been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material on record, the Scheme appears to be fair and reasonable and is not violative of the provisions of law and is not 4 contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.333 of 2009 to 342 of 2009 is made absolute in terms of prayer clauses (a) to (k) of the respective Petitioner Companies. 8. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days from the date of the Order. 9. The Petitioners in all the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.333 of 2009 to 341 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J) 5