IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.736 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.826 OF 2009 Systime Computer Systems Limited. ..Petitioner / Transferor Company AND COMPANY PETITION NO.737 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.827 OF 2009 Chaitime.com India Private Limited. ..Petitioner / Transferee Company In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Systime Computer Systems Limited and Chaitime.com India Private Limited and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator, in C.P. No.736 of 2009. Mr. C. J. Joy and Mr. V.B. Tiwari i/b Mr. S. K. Mohapatra for Regional Director in both the petitions CORAM: Dr. D. Y. CHANDRACHUD J DATE: 20TH NOVEMBER 2009 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 Arrangement between Systime Computer Systems Limited and Chaitime.com India Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to 1 comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Transferee Company must comply with provisions of Section 94, 97 read with Schedule X of the Companies Act with regards to increase in Authorised Capital of the Transferee Company and also comply with the provisions of the Section 20, 21, 22, 23, 31/44 of the Companies Act, 1956 and subject to availability of the name at the time of filing of such application before ROC regarding change of name and change from private to public limited. Save as aforesaid, the scheme does not appear to be prejudicial to the interest of the shareholders and public. The Transferee Company through their counsel undertakes to comply with all and each one of the above requisitions. The undertaking is accepted. 5. The Official Liquidator has filed a report in Company Petition No.736 of 2009 stating therein 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Petition No.736 of 2009 and the Company Petition No.737 of 2009 are made absolute in terms of prayer clause (a) . 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay with the 2 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 order. 9. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No.736 of 2009 filed by the Transferor Company to pay to the Official Liquidator a sum of Rs.7500/- . 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 along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (DR. D. Y. CHANDRACHUD J.) 3