IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 724 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 724 OF 2010

CEPHA IMAGING PRIVATE LIMITED

.....Petitioner/ First Transferor Company

AND

COMPANY SCHEME PETITION NO. 725 OF 2010

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION NO. 725 OF 2010

GLYPH INTERNATIONAL LIMITED

……Petitioner / Second Transferor Company

AND

COMPANY SCHEME PETITION NO. 726 OF 2010

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION NO. 726 OF 2010

KNOWLEDGEWORKS GLOBAL LIMITED

……Petitioner / Transferee Company

In the matter of the Companies Act 1 of 1956);

AND

In the matter of Sections 391 to 394 of the Companies Act, 1956;

AND

In the matter of Scheme of Amalgamation of CEPHA IMAGING PRIVATE LIMITED and GLYPH INTERNATIONAL LIMITED

with

KNOWLEDGEWORKS GLOBAL LIMITED

Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioners in all Petitions

Dr. T. Pandian, Official Liquidator, present in CSP Nos. 724 of 2010 and 725 of 2010

Mr. N. D. Sharma, i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions.

CORAM : S. J. VAZIFDAR, J.

DATE : 8th April, 2011

PC:

• 1. Heard learned counsel for the parties.
• 2. The sanction of the Court is sought to the Scheme of Amalgamation of CEPHA IMAGING PRIVATE LIMITED ("First Transferor Company") and GLYPH INTERNATIONAL LIMITED ("Second Transferor Company") with KNOWLEDGEWORKS GLOBAL LIMITED ("Transferee Company") and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956.
• 3. Counsel appearing on behalf of the Petitioners have 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 said undertaking is accepted.
• 4. The Official Liquidator has filed his report in Company Scheme Petition Nos. 724 of 2010 and 725 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.
• 5. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public.
• 6. From the material placed 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, the Company Scheme Petition Nos. 724 of 2010 and 725 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j), of the respective Petitions and the Company Scheme Petition No. 726 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i).
• 8. 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.

• 9. The Petitioners in the Company Scheme Petitions Nos.724 of 2010, 725 of 2010 and 726 of 2010 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 724 of 2010 and 725 of 2010 to pay costs of Rs.10,000/- each 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.
• 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

( S. J. VAZIFDAR, J. )