IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 632 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 624 OF 2010 KNM Services Private Limited … Petitioner Company. AND COMPANY SCHEME PETITION NO. 633 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 625 OF 2010 Stex Software Private Limited … Petitioner Company. AND COMPANY SCHEME PETITION NO. 634 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 626 OF 2010 E-Enable Technologies Private Limited … Petitioner Company. In the matter of the Companies Act, 1956 ; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of KNM Services Private Limited Stex Software Private Limited and E-Enable Technologies Private Limited with 3i Infotech Limited Mr. Vikram B. Trivedi with Mr. Sunil Tilokchandani and Mr. Rashid Boatwalla i/b M/s. Manilal Kher Ambalal & Co. for the Petitioner Companies. Mr. C. J. Joy and Abhijit Desai i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. Dr. T. Pandian, Official Liquidator present in all Petitions. Coram : S.J. Vazifdar J. Date : 25th March, 2011 1. Heard learned counsel for the parties. 2. This Petition has been filed for obtaining sanction to the Scheme of Amalgamation of KNM Services Private Limited, Stex Software Private Limited and E-Enable Technologies Private Limited (hereinafter referred to as “The Transferor Companies”) with 3i Infotech Limited (“the Transferee Company”) under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel appearing on behalf of the Petitioner Companies states that the Petitioner Companies have complied with all the statutory requirements as per the direction of this Hon’ble Court and they have filed necessary Affidavits of compliance in Court. The Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956. 4. The Regional Director has filed an Affidavit stating that the Scheme is not prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 2 6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and nor is contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances has been fulfilled Company Scheme Petition Nos. 632 of 2010 to 634 of 2010 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (h) of the respective Petitions. 8. The Transferee Company to lodge a copy of this order and the said scheme of amalgamation, 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 30 days from the date of this order. 9. The Petitioner Companies in all Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay, within four weeks from the date of this order. 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 the said Scheme of Amalgamation duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S.J. Vazifdar J.) 3