1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 971 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1247 OF 2007 In the matter of Scheme of Amalgamation of Mpact Technology Services Private Limited and Mpower Software Services (India) Private Limited and Cmango India Private Limited with Wipro Limited and their respective shareholders and creditors. CMANGO INDIA PRIVATE LIMITED ........ Petitioner Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. Mr. S. Ramakantha Dy. O.L., in C.P. No. 971 of 2007. Mr. M. S. Bhardwaj and Ms. Anamika Malhotra i/b S.K. Mohapatra for R.D. in C.P. No. 971 of 2007. CORAM: A. M. KHANWILKAR, J. DATE : 14th March, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought to a Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956. The registered offices of the First transferor company, the Second Transferor Company and the Transferee Company are situated at Bangalore and, therefore, 2 company petitions of both the transferor companies and the Transferee Company were filed before the High Court of Karnataka at Bangalore. This court is informed that the above Scheme is already sanctioned by the Karnataka High Court on 10th day of January, 2008. 3. Counsel appearing on behalf of the Petitioner have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956. 4. 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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 5. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.971 of 2007 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (k). 3 6. The Petitioner Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order 7. The Petitioner to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)