IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1039 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 408 OF 2009 WEBSOURCE TECHNOLOGIES LIMITED. … PETITIONER/ TRANSFEROR COMPANY AND COMPANY PETITION NO. 1040 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 406 OF 2009 INDRAYANI BIOTECH LIMITED … PETITIONER/ TRANSFEREE COMPANY AND COMPANY PETITION NO. 1038 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 407 OF 2009 INDRAYANI TISSUE CULTURE PRIVATE LIMITED … PETITIONER/ RESULTING COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN INDRAYANI BIOTECH LIMITED, 2 INDRAYANI TISSUE CULTURE PRIVATE LIMITED AND YO GO YO DIVISION OF WEBSOURCE TECHNOLOGIES LIMITED. MS. MANORAMA MOHANTY i/b. S. K. SRIVASTAV & CO, ADVOCATES FOR THE PETITIONERS. MR. VIKRAM DESHMUKH i/b. MR. S. K. MOHAPATRA FOR REGIONAL DIRECTOR IN ALL PETITIONS. CORAM: S. J. VAZIFDAR, J. DATE: 25th June, 2010. PC: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court has been sought under the Sections 391 to 394, of the Companies Act, 1956, to the Scheme of Arrangement between INDRAYANI BIOTECH LIMITED, INDRAYANI TISSUE CULTURE PRIVATE LIMITED AND YO GO YO DIVISION OF WEBSOURCE TECHNOLOGIES LTD. 3. The Counsel 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 3 the Court. Moreover, the 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. The Regional Director has filed his affidavit stating therein that the Scheme does not appear to be prejudiced to the interest if shareholders and public. However, the Regional Director had raised the following objections. (i) As per clause 13 of Part IV of Section 11 of the scheme then name of the Transferee Company be changed from its existing name to any name, suitable to the new activity and as approved by the Registrar of Companies, Pune, Maharashtra. In this connection Transferee Company may be directed to comply with the provisions of section 20/21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies, Pune and the proposed 4 new name will be allowed subject to availability of the same, by the Registrar of Companies, Pune since under the computerised MCA 21 system of allotting the names, it is systematically not possible to reserve the names. Therefore, the name if available at the time of filing of such application shall be made available by the Registrar of Companies, Pune. (ii) As per clause 13 of Part IV of Section II of the scheme the registered office of the Transferee Company is proposed to be changed to 1133/5, F. C. Road, Pune – 411 016, Maharashtra. In this connection Transferee Company shall file Form No. 18 with the Registrar of Companies, Pune in respect of proposed change of its registered office address. As per clause 19.2 of Part IV of Section II of the scheme, the last date for giving effect to the scheme is mentioned as 01.04.2009. Hence the Board of Directors of the petitioner companies has to pass 5 necessary resolutions to modify the said before giving effect to the scheme. However, the Petitioners have given an undertaking that they will comply with the said objections and they have filed their Affidavit of Mr. Rajesh Vaishnav on 30th April, 2010 to that effect. The said Undertakings are accepted. 5. The Counsel for the Petitioners submitted that the Scheme of Arrangement has been amended by a Resolution of the Board of Directors passed at the meeting held on January 13, 2010, thereby extending the validity of the Scheme of Arrangement for implementation till March 31, 2010. 6. Since all requisite statutory compliance have been fulfilled, Company Petition No. 1038 of 2009 filed by the Resulting Company be made absolute in terms of prayer clause (a) to (f) of the Petition, Company Petition NO. 1039 of 2009 filed by the Transferor Company be made absolute in terms of prayer clauses (a) to (f) of the Petition and Company Petition No. 1040 6 of 2009 filed by the Transferee Company be made absolute in terms of prayer clause (a) to (f) of the Petition. 7. 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. 8. The Petitioner Companies in all the three Petitions to pay costs of the Rs. 10,000/- each to the Regional Director, Western Region towards his costs. Costs to be paid within four weeks from today. 9. Filing and issuance of the Drawn up Order is dispensed with. 10. All authorities concerned to act on a copy of this order alongwith Scheme of Arrangement duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR J.)