IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 890 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1314 OF 2008 Bellona Infotech Private Limited …Petitioner/Group A First Transferor Company AND COMPANY PETITION NO. 891 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1315 OF 2008 Sameer Microtronics Private Limited …Petitioner/Group A Second Transferor Company AND COMPANY PETITION NO. 892 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1316 OF 2008 Datamatics Intercon Limited …Petitioner/Group A Third Transferor Company AND COMPANY PETITION NO. 893 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1317 OF 2008 Datamatics Limited …Petitioner /Group A Fourth Transferor Company AND COMPANY PETITION NO. 894 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1318 OF 2008 1 Datamatics Technologies Limited …Petitioner/Group A Transferee Company AND COMPANY PETITION NO. 895 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1319 OF 2008 Datamatics Software Services Limited …Petitioner Company AND COMPANY PETITION NO. 896 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1320 OF 2008 Datamatics Softworld Limited …Petitioner/Group B First Transferor Company AND COMPANY PETITION NO. 897 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1321 OF 2008 Datamatics Software Solutions Limited …Petitioner/Group B Second Transferor Company In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 (1 of 1956) AND In the matter of merger of Bellona Infotech Private Limited, Sameer Microtronics Private Limited, 2 Datamatics Intercon Limited, Datamatics Limited WITH Datamatics Technologies Limited AND In the matter of demerger of export division of Datamatics Software Services Limited into Datamatics Technologies Limited AND In the matter of reduction of preference share capital of Datamatics Software Services Limited post demerger AND In the matter of merger of Datamatics Softworld Limited and Datamatics Software Solutions Limited WITH Datamatics Software Services Limited post demerger Ms. Mona Bhide i/b Dave & Girish & Co., Advocates for the Petitioners Official Liquidator, in Company Petition Nos. 890 of 2008 to 893 of 2008, 896 of 2008 and 897 of 2008 Mrs. S. V. Bharucha with Mrs. N. V. Masurkar i/b Shri Mahapatra & Suhas Sawant for Regional Director in all the Petitions. CORAM : A.M. KHANWILKAR J. DATE : 12th December 2008 3 P.C.: 1. Leave to amend the Petition No. 895 of 2008 to annex form of minutes for reduction is granted. 2. Amendment allowed to be carried out during the course of the day. 3. Heard learned counsel for the parties. 4. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 to a Scheme of Arrangement consisting of, inter alia, merger of Bellona Infotech Private Limited, Sameer Microtronics Private Limited, Datamatics Intercon Limited and Datamatics Limited with Datamatics Technologies Limited, demerger of the export division of Datamatics Software Services Limited into Datamatics Technologies Limited, reduction of the preference share capital of Datamatics Software Services Limited post its demerger and merger of Datamatics Softworld Limited and Datamatics Software Solutions Limited into Datamatics Software Services Limited post its demerger. 5. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all statutory requirements as per directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4 6. The Regional Director has stated in paragraph 6(a) of his Affidavit that M/s. Datamatics Limited and M/s. Datamatics Technologies Limited were inspected u/s 209 A of the Companies Act, 1956 during the financial years 2005-2006 and 2006-2007 respectively by the Ministry of Corporate Affairs, and that the proposed composite scheme of arrangement and amalgamation may be considered by this Hon’ble High Court without diluting the proposed legal action to be taken by the Registrar of Companies/Ministry of Corporate Affairs in this regard. As regards the objections raised by the Regional Director in paragraph 6 (a) of his Affidavit, it is directed that the Registrar of Companies/ Ministry of Corporate Affairs is free to take legal action against Datamatics Technologies Limited being Group A Transferee Company and its officers in default in accordance with the relevant provisions of the Companies Act, 1956. 7. In paragraph 6 (b) of the said affidavit, the Regional Director has stated that as per clause 17.4 of the Scheme, upon the implementation of the Scheme, clause 3 of Memorandum of Association of Datamatics Software Services Limited relating to the main objects of the Company shall, without any further act, instrument or deed be and stand altered and modified and amended pursuant to section 17 and other applicable provisions of the Act, and in this connection Datamatics Software Services Limited may be directed to comply with the provisions of Section 17 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies. The Counsel appearing for the Petitioners undertakes on behalf of Petitioners that Datamatics Software Services Limited will comply with the provisions of Section 17 of the Companies Act, 1956 in 5 respect of filing necessary forms with the Registrar of Companies. The said undertaking is accepted. 8. In paragraph 6 (c) of the said affidavit, the Regional Director has stated that as per clause 17.5 of the Scheme, the name of Group A Transferee company being Datamatics Technologies Limited will be changed to “Datamatics Global Services Limited” as a part of the Scheme and as per clause 17.6 of the Scheme, upon demerger, the name of Datamatics Software Services Limited will be changed to “Datamatics Infosolutions Limited” or any other name as may be appropriate and available; and in this connection Group A Transferee Company i.e. Datamatics Technologies Limited, and Datamatics Software Services Limited post its demerger are directed to comply with the provisions of Section 21 of the Companies Act, 1956 with respect to filing of necessary forms with the Registrar of Companies. The Counsel appearing for the Petitioners undertakes on behalf of Petitioners that Datamatics Technologies Limited and Datamatics Software Services Limited will comply with the provisions of Section 21 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies. The said undertaking is accepted. 9. Save and except to the extent mentioned above the Regional Director has filed affidavit stating that the Scheme is not prejudicial to the interest of shareholders and creditors and public. 10. The Official Liquidator has filed report in Company Petition Nos.890 of 2008 to 893 of 2008, 896 of 2008 and 897 of 2008 stating that the affairs of the Transferor Companies have been conducted 6 in a proper manner and that the Transferor Companies may be dissolved. 11. An averment is made in paragraph 59 of Petition No. 895 of 2008 of Datamatics Software Services Limited stating that the reduction of preference capital of Datamatics Software Services Limited, does not involve diminution of liability in respect of unpaid capital nor does it involve payment to any shareholder of any unpaid capital, and that the position of the Creditors of the Petitioner Companies will not be adversely affected. The procedure under Sections 101(2) of the Companies Act, 1956 has been dispensed with vide order dated 29th August, 2008 in Company Application No. 1319 of 2008. 12. Upon perusal of the entire material placed on records, 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 has come forward to oppose the scheme. Moreover, the Regional Director has stated that the Scheme is not prejudicial to the interest of shareholders and creditors and public, and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 13. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.890 of 2008 to 893 of 2008, 896 of 2008 and 897 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (f). Company Petition Nos.894 of 2008 and 895 of 2008 filed by the Transferee Companies are made absolute in terms of prayer clauses (a) to (f). 14. The Petitioner Company in Company Petition No.894 of 2008 to lodge a copy of this order and the Scheme with the Registrar of 7 Companies, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of this Order. 15. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and the Petitioners in Company Petition Nos. 890 of 2008 to 893 of 2008, 896 of 2008 and 897 of 2008 to pay costs of Rs. 7500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 16. Filing and issuance of the drawn up order is dispensed with. 17. All concerned authorities to act on a copy of this order and form of minutes along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. 18. The Petitioner Company in Company Petition No.895 of 2008 to publish notices in the newspapers, i.e. “Free Press Journal” in English and “Maharashtra Times” in Marathi both having circulation in Mumbai and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai. (A. M. KHANWILKAR J.) 8