1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 302 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 255 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of: 1. GREY MATTER INDIA TECHNOLOGIES PRIVATE LIMITED WITH 2. IDHASOFT LIMITED GREY MATTER INDIA TECHNOLOGIES PVT.LTD Regd Office: 1st floor, Plot No-31, Sai Darshan Towers,Gorai-1, Borivli (West), Mumbai-400 092…………………..………. PETITIONER CORAM: S. J. Kathawalla J. DATED : 29th October 2010 Mr.Kedar Wagle, Advocate for the Petitioner Mr. C.J. Joy and Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director Dr. T. Pandian, Dy. Official Liquidator present. 2 PC: 1) Heard learned counsel for the parties. 2) The sanction of the Court has been sought for the Scheme of Amalgamation of GREY MATTER INDIA TECHNOLOGIES PRIVATE LIMITED, the Petitioner/ Transferor Company and IDHASOFT LIMITED the Transferee Company. 3) The Counsel for the Petitioner submits that the Petitioner Company is 100% subsidiary of Idhasoft Limited, the Transferee Company and that by order dated 3rd May, 2010 passed by this Hon’ble Court in Company Application No.250 of 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with. 4) The Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all statutory requirements as per directions of this Court and Petitioner has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and Rules made thereunder. The Undertaking is accepted. 5) The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6) The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in a proper manner and that 3 the Transferor Company may be ordered to be dissolved. 7) 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 proposed Scheme of Arrangement. Since all the requisite statutory compliances have been fulfilled; the Petition is made absolute in terms of prayer clause (a). 8) 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 60 days from the date of the Order. 9) The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10) Filing and issuance of the drawn up order is dispensed with. 11) 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.)