1 1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.84 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.15 OF 2011 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of - Somero Enterprises Inc. With 3DPLM Software Solutions Limited And their respective shareholders and creditors. 3DPLM Software Solutions Limited ….. Petitioner Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for the Petitioner. Mr N.D. Sharma, i/b Shri H. P. Chaturvedi for the Regional Director. CORAM : S. J. VAZIFDAR J. DATE: 8th April, 2011 P.C.: 1. Heard learned counsel for the parties. 2 2 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Somero Enterprises Inc. (“Transferor Company”) with 3DPLM Software Solutions Limited (“Petitioner/Transferee Company”). 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petition stating that save and except as stated in paragraphs 6(a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) and of the said affidavit, the Regional Director has stated that: ³6. That the Deponent further submits that: (a) The Transferor Company viz Somero Enterprises Inc. is a foreign company having its registered office at c/o DTOS, 10th floor, Raffles Tower, Cybercity Eben, Mauritius registered under the Mauritius Companies Act 1984.While allotting the shares by the Transferee Company to the shareholders of the 3 3 Transferor Company pursuant to clause 10.1 of the scheme, the Transferee Company may be directed to comply with the relevant provisions of FEMA/RBI Regulations in this regard. (b) The present scheme of amalgamation between Transferor and Transferee Company does not provide to safeguard the interest of employees of the Transferor Company on amalgamation with the Transferee Company. Hence, petitioner/transferee company may be directed to clarify in this regard.´ 5. As far as the first objection is concerned, the Petitioner through their Counsel undertakes that they will comply with the relevant provisions of F.E.M.A./R.B.I. Regulations while allotting the shares of the Petitioner to the shareholders of the Transferor Company pursuant to Clause 10.1 of the Scheme. 6. So far the second objection is concerned, the Petitioner states that the Transferor Company has no employees and shall have no employees on the Effective Date as defined in the Scheme. 7. 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. 4 4 8. Since all the requisite statutory compliances have been fulfilled, the above Company Scheme Petition is made absolute in terms of prayer clauses (a) to (g). 9. The Petitioner 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 order. 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. J. Vazifdar, J.)