1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.146 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1285 OF 2007 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between iPolicy Networks Limited and Tech Mahindra (R&D Services) Limited with Tech Mahindra Limited and their respective shareholders Tech Mahindra Limited. .... Petitioner Company Hemant Sethi i/by Hemant Sethi & Co. Ms. Nisha Valani with Mr. S.K Mohapatra for R.D. CORAM: A.M KHANWILKAR, J DATE : 28th March 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between iPolicy Networks Limited and Tech Mahindra (R&D Services) Limited, the Transferor Companies with Tech Mahindra Limited, the Petitioner/Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner has stated 2 that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. It is further stated that in so far as Transferor Company No.1 & 2 are concerned the petitions have been filed in the Delhi & Bangalore High Courts. The said Petitions are still pending. 4. The Regional Director has filed affidavit and has raised two contentions. The first contention raised by the Regional Director is that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard (AS 14) issued by the Institute of Chartered Accountants of India. The Second contention raised by the Regional Director is that the Bombay Stock Exchange by its letter dated 26/10/2007 had advised the Transferee Company not to proceed with the Scheme of Amalgamation including filing of application before the Courts till exchanges gives its no objection to the Scheme. It is further stated that save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. In response to the said two contentions raised by the Regional Director, the Counsel appearing for the Petitioner undertakes that necessary compliance of Accounting Standard 14 issued by the Institute of Chartered Accountants of India would be made and the said undertaking is accepted. The learned Counsel appearing for the Petitioner further states that subsequent to the letter dated 26/10/2007 the Bombay Stock Exchange vide its letter dated 22/11/2007 had given their no objection to the proposed Scheme and the copy of the said letter has been given to the Regional Director. The counsel appearing for the Regional Director 3 confirms having received the copy of letter dated 22/11/2007. 6. Upon perusal of the entire 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 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 is made absolute in terms of prayer clause (a). 8. Transferee Company, if required to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioner to pay cost of Rs.5000/- to the Pay & Accounts Officer, Ministry of Corporate Affairs. Cost to be paid within 4 weeks from today. Petitioner to comply with all the statutory compliances, applicable, if any. 10. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M Khanwilkar, J)