IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.443 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.320 OF 2009 ACCENTIA TECHNOLOGIES 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 ASSCENT INFOSERVE PRIVATE LIMITED with ACCENTIA TECHNOLOGIES LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. V. B. Tiwari and Mr. Rajendra Kumar i/b Mr. S.K. Mohapatra for Regional Director in all Company Petition. CORAM: S. J. Kathawalla, J. DATE: 21st August, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of ASSCENT INFOSERVE PRIVATE LIMITED, the Transferor Company with ACCENTIA TECHNOLOGIES LIMITED, the Transferee Company. 3. The Registered office of the Transferor Company is situated at Bangalore in state of Karnataka. The counsel appearing on behalf of the Petitioners state that the said Transferor Company has filed its petition for sanctioning the said scheme in High Court of Karnataka and the said petition is now pending for hearing before Karnataka High Court. 4. Counsel appearing on behalf of the Petitioners has 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 also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 2 6. 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.443 of 2009 is made absolute in terms of prayer clauses (a) to (j). The scheme is sanctioned subject to the order to be passed by the High Court of Karnataka. 8. The Petitioner Company 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 30 days from the date of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 3 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4