1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.412 OF 2010 CONNECTED WITH COMPANY SUMMON FOR DIRECTION NO.246 OF 2010 MVALENT TECHNOLOGIES PRIVATE LIMITED …Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO.413 OF 2010 CONNECTED WITH COMPANY SUMMON FOR DIRECTON NO.247 OF 2010 BEA SYSTEMS INDIA PRIVATE LIMITED ...Petitioner/Third Transferor Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Petition under Section 391 to 394, of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MVALENT TECHNOLOGIES PRIVATE LIMITED (1st Transferor Company ), HYPERION SOLUTIONS INDIA PRIVATE LIMITED (2nd Transferor Company ), and BEA SYSTEMS INDIA PRIVATE LIMITED (3rd Transferor Company ) with SUNDAY BAZAR INTERNET SALES PRIVATE LIMITED (Transferee Company ). Mr. Ajit Anekar, Advocate for the Petitioner Mr. C. J. Joy and Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions Dr. T. Pandian, Official Liquidator, present in both the Petitions 2 CORAM : S. C. Dharmadhikari J. DATED : 28th January, 2011 P.C. : 1. Heard learned counsel 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 MVALENT TECHNOLOGIES PRIVATE LIMITED, HYPERION SOLUTIONS INDIA PRIVATE LIMITED and BEA SYSTEMS INDIA PRIVATE LIMITED with SUNDAY BAZAR INTERNET SALES PRIVATE LIMITED. 3. The Counsel for the Petitioner submits that the registered offices of Hyperion Solutions India Private Limited, 2nd Transferor Company, and Sunday Bazar Internet Sales Private Limited, the Transferee Company are situated in the States of Karnataka and New Delhi, respectively. The Petition filed by the Hyperion Solutions India Private Limited, 2nd Transferor Company before the High court of Karnataka have been disposed of by sanctioning the proposed Scheme of Amalgamation subject to approval of the scheme by the High Court of New Delhi in the Petition filed by Sunday Bazar Internet Sales Private Limited, the Transferee Company. The Petition filed by Sunday Bazar Internet Sales Private Limited, the Transferee Company before the High court of New Delhi is pending for final hearing. 4. Counsel appearing on behalf of the Petitioners states that they have complied with all requirements as per directions of this Court and they have filed 3 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “That the Deponent further submits that, clause 5.1(v) of the scheme provides for allotment of new shares as against share application money received by the Third Transferor Company. In this regard it is submitted that the proposed 3,20,000 equity shares of Rs. 10/- each to be issued by Transferee Company against the share application money shall not be given effect to till RBI grants its approval. It is further stated that the Third Transferor Company vide its letter dated 01/12/2010 has clarified that the share application money pending allotment would be accounted as current liability in the books of Transferee Company and share allotment in respect thereof would be considered only after receiving the appropriate directive from the Reserve Bank of India. A copy of letter dated 01/12/2010 of the Third Transferor Company is enclosed herewith as Exhibit “D”. The deponent, therefore respectfully prays that suitable direction may be given by this Hon’ble High Court, if the scheme is approved.” 4 6. The counsel on behalf of the Petitioner/Third Transferor Company states that the Third Transferor Company vide its letter dated 1st December, 2010 has clarified and has also undertaken that the share application money pending allotment would be accounted as current liability in the books of the Transferee Company. The counsel on behalf of the Petitioner/Third Transferor Company further states that the proposed 3,20,000 equity shares of Rs.10/- each to be issued by Transferee Company against the share application money shall not be given effect to till Reserve Bank of India grants its approval and allotment of shares in respect thereof would be considered only after receiving the appropriate directive from the Reserve Bank of India. The director of the Petitioner Company has filed an Affidavit with the Regional Director that the applicable accounting standards have been complied with. 7. There are no other objections raised by the Regional Director. In view of the above, I find no reason as to why the proposed Scheme should not be sanctioned. 8. 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. 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. 5 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.412 of 2010 and 413 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) and (b) of the respective Petitions. 11. The Petitioner Companies 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 the order. 12. The Petitioner Companies in both Petitions to pay costs of Rs.10,000/- each to Regional Director, Western Region, Mumbai and also 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari J.)