IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 625. OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.632. OF 2010. KPIT Cummins Global Business Solutions Limited ......Petitioner/ Second Transferor Company In the matter of the Companies Act I of 1956. AND In the matter of Section 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of KPIT Infosystems Central Europe Sp. z o.o. and KPIT Cummins Global Business Solutions Limited with KPIT Cummins Infosystems Limited. Mr.Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner in both the Petitions. Dr.T.Pandian, Official Liquidator Present. Ms. Purnima Awasthi i/b Mr. H.P.Chaturvedi for Regional Director. CORAM : S.C.DHARMADHIKARI,J DATE : 28th JANUARY, 2011 PC: 1. Heard learned counsel for parties. 2 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act,1956 to the Scheme of Amalgamation of KPIT Infosystems Central Europe Sp. z o.o., the First Transferor Company and KPIT Cummins Global Business Solutions Limited, the Second Transferor Company with KPIT Cummins Infosystems Limited, the Transferee Company. 3. Both the Transferor Companies are wholly owned subsidiaries of KPIT Cummins Infosystems Limited, the Transferee Company, as the entire Equity Share Capital of KPIT Infosystems Central Europe Sp. z o.o., the First Transferor Company and KPIT Cummins Global Business Solutions Limited, the Second Transferor Company is held by KPIT Cummins Infosystems Limited, the Transferee Company. In the circumstances and in view of the judgement in the case of Mahaamba Investments Limited v. IDI Limited [2001 (Vol. 105) Company Cases, 16], the filing of separate Petition by the Transferee Company for sanction to the proposed scheme was dispensed with by order passed by this Court on 1st October,2010 in Company Summons for Direction No.640 of 2010 filed by the Transferee Company. 4. The Counsel for the Petitioner Company submits that the Registered Office of KPIT Infosystems Central Europe Sp. z o.o., the First Transferor Company is situated in Poland and was incorporated under the Economic Freedom Act, 2004. Pursuant to Clause 16.4 of the Scheme, for making 3 the amalgamation of the First Transferor Company with the Transferee Company operational, the First Transferor Company will take necessary steps to comply with all the necessary applicable laws of Poland. 5. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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. 6. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: “That the Deponent further submits that, the first Transferor Company is a Foreign Company registered in Poland. Hence the Transferee Company may be directed to comply with FEMA/RBI Guidelines as applicable while implementing the present scheme of amalgamation.” 7. The counsel for the Petitioner submits that the Transferee Company undertakes to comply with FEMA/RBI Guidelines as applicable while implementing the present scheme of amalgamation. The undertaking is accepted. 4 8. The Official Liquidator has filed a report stating that the affairs of the Second Transferor Company have been conducted in a proper manner and that the Second Transferor Company may be ordered to be dissolved. 9. 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. 10. There is no objection to the Scheme, save and except as stated in paragraph 6 above, and since all the requisite statutory compliances have been fulfilled, the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.625 of 2010 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d). 11. The Transferee 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 60 days from the date of this Order. 5 12. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. C. DHARMADHIKARI, J)