IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 117 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 120 OF 2010 ASCENTIAL SOFTWARE (INDIA) PRIVATE LIMITED ………… Petitioner / Transferor Company 1 COMPANY SCHEME PETITION NO. 118 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 121 OF 2010 COGNOS SOFTWARE PRIVATE LIMITED …………Petitioner / Transferor Company 2 COMPANY SCHEME PETITION NO. 119 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 122 OF 2010 CORIO INDIA INFOTECH SERVICES PRIVATE LIMITED …………Petitioner / Transferor Company 3 COMPANY SCHEME PETITION NO. 120 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 123 OF 2010 MICROMUSE INDIA PRIVATE LIMITED …………Petitioner / Transferor Company 4 COMPANY SCHEME PETITION NO. 121 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 124 OF 2010 PSDI INDIA PRIVATE LIMITED …………Petitioner / Transferor Company 5 COMPANY SCHEME PETITION NO. 122 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 125 OF 2010 TELELOGIC INDIA PRIVATE LIMITED ………Petitioner / Transferee Company In the matter of Sections 391 to 394 the Companies Act, 1956. 2 AND In the matter of Scheme of Amalgamation of Ascential Software (India) Private Limited (“Transferor Company 1”) and Cognos Software Private Limited (“Transferor Company 2”) and Corio India Infotech Services Private Limited (“Transferor Company 3”) and Micromuse India Private Limited (“Transferor Company 4”) and PSDI India Private Limited (“Transferor Company 5”) with Telelogic India Private Limited (“the Transferee Company”) and their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator, in Company Petition Nos. 117 of 2010 to 121 of 2010 Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 23rd April, 2010 PC: 3 1. Heard learned counsels 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 Ascential Software (India) Private Limited and Cognos Software Private Limited and Corio India Infotech Services Private Limited and Micromuse India Private Limited and PSDI India Private Limited with Telelogic India Private Limited and their respective Shareholders. 3. 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4 4. The Regional Director has filed the Affidavit stating that the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Petition Nos. 117 of 2010 to 121 of 2010 stating therein 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 117 of 2010 to 121 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Scheme 5 Petition No. 122 of 2010, filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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 Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Petition Nos. 117 of 2010 to 121 of 2010 filed by the Transferor Companies to pay cost of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 6 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.) 7