IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.497 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.474 OF 2011 In the matter of Sections 391 & 394, read with sections 78, 100, 102 and 103 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation and Arrangement of HSBC OPERATIONS AND PROCESSING ENTERPRISE (INDIA) PRIVATE LIMITED WITH HSBC ELECTRONIC DATA PROCESSING INDIA PRIVATE LIMITED AND Their respective Shareholders HSBC OPERATIONS AND PROCESSING ENTERPRISE (INDIA) PRIVATE LIMITED .. Petitioner / Transferor Company Mr. Rahul Oak i/b Mr. Rahul Oak., Advocate for the Petitioners. Ms. Jyotsna Pandhi i/b Mr. H. R. Chaturvedi for Regional Director. Mrs. R. N. Sutar, Asstt. Official Liquidator, present. CORAM: S. C. Dharmadhikari, J. DATE: 14th October, 2011. PC: 1. Heard 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 and Arrangement of HSBC OPERATIONS AND PROCESSING ENTERPRISE (INDIA) PRIVATE LIMITED, the Transferor Company with HSBC ELECTRONIC DATA PROCESSING INDIA PRIVATE 1 LIMITED, the Transferee Company and Their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners have 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, Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Official Liquidator has filed his report in CSP Nos. 497 of 2011 stating 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6 (a) and 6(b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a) and 6(b) of the said Affidavit, it is stated that:- “(6) (a) That the Deponent further submits that the Registered Office of the Transferee Company is situated in the State of Andhra Pradesh. Hence the present scheme of Amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Andhra Pradesh in respect of Transferee Company. (b) The shares of the Transferor and Transferee Company are held by the foreign body corporate. Hence while 2 giving effect to the scheme, by issuing shares by the Transferee Company to the Transferor Comply, the Transferor and Transferee Company has to company with the FEMA/RBI regulations as applicable in this regard.” 6. So far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Counsel appearing on behalf of the of Petitioner Company states that the High Court of Andhra Pradesh has sanctioned the proposed Scheme of Amalgamation and Arrangement in the Petition filed by the HSBC ELECTRONIC DATA PROCESSING INDIA PRIVATE LIMITED, the Transferee Company. 7. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioner Company through its counsel undertakes to comply with the FEMA/RBI Regulations while issuing the shares by the Transferee Company to the shareholders of the Transferor Company under the Scheme, as applicable in this regard. The undertaking is accepted. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition is made absolute in terms of prayer Clauses (a) to (g). 3 10. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar High Court, (O.S.) 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. 11.Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the or- der by the Registry. 12. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liq- uidator, High Court, Bombay. Costs to be paid within four weeks from today. 17. Filing and issuance of the drawn up order is dispensed with. 18. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 4