IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.82 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.6 OF 2011 SIEMENS CORPORATE FINANCE PRIVATE LIMITED .. Petitioner / First Transferor Company AND COMPANY SCHEME PETITION NO.83 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.7 OF 2011 SIEMENS INFORMATION SYSTEMS LIMITED .. Petitioner/Transferee Company 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 In the matter of Scheme of Amalgamation of Siemens Corporate Finance Private Limited AND Siemens Information Processing Services Private Limited WITH Siemens Information Systems Limited Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Ms. Soma Singh and Mr. C.J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Dr. T. Pandian, Official Liquidator, present in CSP No.82 of 2011. CORAM: S. C. Dharmadhikari, J. DATE: 26th August, 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 of Siemens Corporate Finance Private Limited and 1 Siemens Information Processing Services Private Limited with Siemens Information Systems Limited. 3. Counsel appearing on behalf of the Petitioners states 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 thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) to 6(c) of the said 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:- “(a) The Registered Office of the Second Transferor Company is situated in the State of Karnataka at Bangalore. Hence the present scheme of amalgamation between the Transferor Companies and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Karnataka at Bangalore in respect of Second Transferor Company. (b) Clause 7 of the Scheme deals with change in object Clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provision of section 40 read with section 18 of the Act in respect of the filing of amended copy of memorandum of Association alongwith Form No. 21 with the Registrar of Companies. 2 (c) As per clause 13 of the scheme the name of the Transferee Company is proposed to be changed to “Siemens Technology and Finance Ltd”. in this connection Transferee Company may be directed to comply with provisions of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 system of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. The Transferee Company which is Petitioner in CSP Nos. 83 of 2011 tendered Affi- davits dated 23rd August, 2011 in reply to the queries raised by the Regional Director in his Affidavit. The said Affidavit is taken on record. 6. As far as the content of paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Transferee Company at paragraph 3 of its Affidavit states that Second Trans- feror Company has filed similar petitions before High Court of Karnataka and that the said Petitions are pending for hearing before the said Court. 7 As far as the contents of paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Transferee Company at paragraph 4 of its Affidavit undertakes to comply with provisions of Section 40 read with Section 18 of the Act in respect of the filing of amended copy of Memorandum of Association. The undertaking is accepted. 8. As far as the contents of paragraph 6(c) of the Affidavit of the Regional Director is concerned, the Transferee Company at paragraph 5 of its Affidavit undertakes to comply with provisions of Section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to avail- ability of the same. The undertaking is accepted. 3 11. The Official Liquidator has filed his report 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. 13. 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. 14. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.82 of 2011 and 83 of 2011 are made absolute in terms of prayer Clauses (a) to (k). The Scheme is sanctioned subject to the order to be passed by the High Court of Kar- nataka in the Petitions filed by the Second Transferor Company. 15. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenti- cated by the Company Registrar High Court, (O.S.) Bombay, with the concerned Superinten- dent 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. 16 The Petitioner Companies in both Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Scheme Petition No.82 of 2011 to pay costs of Rs.10,000/- each 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