IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 667 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 675 OF 2009 Onward Computer Technologies ) Private Limited A Company Incorporated ) and registered under Companies Act, 1956, ) having its Registered office at Sterling Centre, ) 2nd Floor, Dr. A. B. Road, Worli,Mumbai-400018 ) … Petitioners/ Transferor Company No.1 the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Onward Computer Technologies Private Limited, Jigar Holdings Private Limited and Neo Knowledgeware Investments Private Limited with Onward Network Technologies Private Limited. 2 AND COMPANY PETITION NO. 668 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 683 OF 2009 Jigar Holdings Private Limited Incorporated and registered under Companies Act, 1956, having its Registered office at Sterling Centre, 2nd Floor, Dr. A. B. Road, Worli,Mumbai-400018. ) ) ) ) ) ) …Petitioner/Transferor Company No.2 AND COMPANY PETITION NO. 669 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 676 OF 2009 Neo Knowledgeware investments Pvt Limited Incorporated and registered under Companies Act, 1956, having its Registered office at Sterling Centre, 2nd Floor, Dr. A. B. Road, Worli,Mumbai-400018. ) ) ) ) ) ) …Petitioner/Transferor 3 Company No.3 AND COMPANY PETITION NO. 670 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 674 OF 2009 Onward network Technologies Pvt Limited Incorporated and registered under Companies Act, 1956, having its Registered office at Sterling Centre, 2nd Floor, Dr. A. B. Road, Worli,Mumbai-400018. ) ) ) ) ) ) …Petitioner/Transferee Company Mr. Sanjay Udeshi, Advocate for the Petitoner Mrs. Purnima Awasthi i/b Mr. S. K. Mohapatra for Regional Director Mr. P. Ramarao, Official Liquidator present in Company Petition No. 667 of 2009 to Company Petition No. 669 of 2009. 4 Coram:S.J.Kathawalla J Date: 9th April, 2010 P. C. 1. Heard learned Counsel for 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 Onward Computer Technologies Private Limited, Jigar Holdings Private Limited and Neo Knowledgeware Investments Private Limited with Onward Network Technologies Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner states that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all the statutory requirements, if any, as required under the Companies Act 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interests of the shareholders and the public. 5 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, all the Company Petitions are made absolute in terms of prayer clause (A) of the respective Petition. 8. The Transferor Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the order. 9. The Petitioners in all the Petitions to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Petition Nos. 667 of 2009 to 669 of 2009 to pay cost of Rs. 7,500 to the Official Liquidator, High Court, Bombay towards his costs. Costs to be paid within four weeks from today. 10. Filling and issuance of the drawn up order is dispensed with. 6 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)