: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.675 OF 2008 ALONGWITH COMPANY APPLICATION NO.413 OF 2008 In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 ; Comverse Network Systems India Pvt. Ltd. ..Petitioner Co. Mr.R. Rajgor i/b.M/s.PDS Legal for the Petitioner. Mr.D.A.Dubey for the Regional Director. Mr.S.Ramakantha, Deputy Official Liquidator present. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. CORAM : S.J. VAZIFDAR, J. DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 DATED : 3RD APRIL, 2009 P.C. : P.C. : P.C. : 1. The Petitioner is the transferee company and seeks an order sanctioning the scheme of amalgamation with Comverse Kenan India Pvt. Ltd., the transferor company. The registered office of the transferor company is in the State of Haryana. It is stated that the petition filed by the transferor company seeking sanction of the scheme has been allowed by the Hon’ble Punjab & Haryana High Court. 2. The entire procedure has been complied with. There is no opposition from any of the parties to : 2 : the scheme being sanctioned. 3. The Regional Director has filed an affidavit in the above petition stating that save and except as stated in paragraph 6 it appears that the scheme is not prejudicial to the interest of shareholders and the public. It is stated that as 100% of the shareholding of the Petitioner is held by the foreign companies, it may be directed to file the order of this Court sanctioning the scheme of amalgamation, within 30 days from the date of order with the Reserve Bank of India. 4. Needless to state that the transferee company will be bound to comply with the provisions of law, including the said provision, if any. 5. In the circumstances, Company Petition is made absolute in terms of prayers (a) to (f). 6. The transferee company to lodge a copy of this order and the scheme 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 authenticated and/or certified copy of this order. : 3 : 7. The transferee company to pay costs of Rs.7500/- to the Regional Director. The costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay.