IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1011 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.666 OF 2008 In the matter of the Companies Act, 1956, AND In the matter of Sections 391 to 394 read with Section 78 and 100 of the Companies Act, 1956. AND In the matter of ONWARD TECHNOLOGIES LIMITED (OTL) having its Registered Office at Sterling Center, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai-400018. AND In the matter of ONWARD eSERVICES LIMITED (OEL), having its Registered Office at Sterling Center, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai- 400018. AND In the matter of the Scheme of Arrangement/Compromise of ONWARD TECHNOLOGIES LIMITED AND THEIR RESPECTIVE MEMBERS AND FOR RECONSTRUCTION AND REDUCTION OF CAPITAL OF ONWARD eSERVICES LIMITED AND THEIR RESPECTIVE MEMBERS AND SPECIFIED CREDITOR, VIZ ONWARD TECHNOLOGIES LIMITED. ONWARD TECHNOLOGIES LIMITED ) Incorporated and registered under ) Companies Act, 1956, having ) its Registered office at ) Sterling Center, 2nd Floor, ) Dr. Annie Besant Road, ) 1 Worli, Mumbai-400018 ) ... Petitioner WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1012 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.667 OF 2008 In the matter of the Companies Act, 1956, AND In the matter of Sections 391 to 394 read with Section 78 and 100 of the Companies Act, 1956. AND In the matter of ONWARD TECHNOLOGIES LIMITED (OTL) having its Registered Office at Sterling Centre, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400018. AND In the matter of ONWARD eSERVICES LIMITED (OEL), having its Registered Office at Sterling Centre, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400018. AND 2 In the matter of the Scheme of Arrangement/Compromise of ONWARD TECHNOLOGIES LIMITED AND THEIR RESPECTIVE MEMBERS AND FOR RECONSTRUCTION AND REDUCTION OF CAPITAL OF ONWARD eSERVICES LIMITED AND THEIR RESPECTIVE MEMBERS AND SPECIFIED CREDITOR, VIZ ONWARD TECHNOLOGIES LIMITED. ONWARD eSERVICES LIMITED ) Incorporated and registered under ) Companies Act, 1956, having ) its Registered office at ) Sterling Centre, 2nd Floor, ) Dr. Annie Besant Road, ) Worli, Mumbai – 400018 ) ... Petitioner Coram: A. M. Khanwilkar J. Date: 16th April, 2009 Mr. Sanjay Udeshi i/b Sanjay Udeshi & Co. for Petitioners. Mr. S. V. Bharucha a/w Ms. Nisha Valani for Regional Director. P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement/Compromise of Onward Technologies Limited and Their Respective Members and for Reconstruction and Reduction of Capital of Onward eServices 3 Limited and Their Respective Members and Specified Creditor viz., Onward Technologies Limited. 3. Counsel appearing on behalf of the Petitioners have stated that Petitioners have complied with all requirements as per direction of this Hon’ble Court and they have filed necessary affidavits of compliance in the court. 4. 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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. 5. The Regional Director had stated that there are outstanding statutory dues to which the Transferee Company has agreed to pay the maximum amount by 31st March, 2009. He has also stated that the shares of Onward Technologies Ltd., are listed with BSE, NSE and Ahmedabad Stock Exchange. The Company has furnished NOC from BSE and NSE, the NOC from Ahmedabad Stock Exchange is not furnished. The Regional director has further stated that apart from the above, the scheme as proposed is not prejudicial to the interest of share holders and public. 6. As per the oral direction of this court given on 2nd April, 2009, the Petitioner Company has filed affidavit stating that the substantial sum of Rs.107 lakhs have been paid by Onward Technologies Ltd. As far as query with respect to NOC of Ahmedabad Stock Exchange is concerned, the company has filed affidavit stating that the application was made to the Ahmedabad Stock Exchange on 22nd 4 January 2008 under Clause 24(f) of listing agreement but till date Ahmedabad Stock Exchange has not replied nor raised any query with respect to the same. Non-compliance with provisions of Clause 24(f) of the listing agreement does not bar the Company from seeking sanction of a Scheme under Section 391 to 394 of the Companies Act. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, both the Company Petition Nos.1011 of 2008 and 1012 of 2008 are made absolute in terms of prayer clauses (a). 8. The Petitioner Companies to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- to the Regional Director. Costs to be paid within four weeks from today. 10.In view of the order dated 2nd May 2008 passed in the Company Application No.667 of 2008, the procedure contemplated under Section 101(2) of the Companies Act 1956 is dispensed with. 11.Filling and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry. 5 (A. M. Khanwilkar, J.) 6