IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.453 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.416 OF 2011 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND Scheme of Amalgamation between BA CONTINUUM PRIVATE LIMITED with BA CONTINUUM INDIA PRIVATE LIMITED BA CONTINUUM PRIVATE LIMITED .. Petitioner / Transferor Company Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Trilegal., Advocate for the Petitioners. Mr. D. A. Dubey, 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 between BA CONTINUUM PRIVATE LIMITED, the Petitioner / Transferor Company with BA CONTINUUM INDIA PRIVATE LIMITED, the Transferee Company. 1 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 Companies 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. 453 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 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “(6) That the Deponent further submits that The shares of the Transferor Company are held by foreign body corporates. Hence while issuing the shares by the Transferee Company to the shareholders of the Transferor Company under the scheme the Transferee Company has to comply with FEMA/RBI Regulations as applicable in this regard.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Company through its counsel undertakes to comply with the FEMA/RBI 2 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. 7. The counsel appearing on behalf of the of Petitioner Company states that the registered office of BA Continuum India Private Limited, the Transferee Company, is situated in Hydrabad and that the High Court of Andhra Pradesh has sanctioned the proposed Scheme of Amalgamation by its order dated 20th August, 2011, subject to Transferor Company securing approval from the High Court of Bombay. 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 (d). 10. 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 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. 3 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 order 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 Liquidator, 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