COMPANY PETITION NO.798 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1308 OF 2008 v. Company In the matter of the Companies Act

Ms. Sowmya Srikrishna, Counsel with Mr. Tapan Deshpande i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., for the Petitioners. Mr. D. A. Dubey with Mr. P. Khosla i/b. Mr. S. K. Mohapatra in both Petitions for the Regional Director Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 797 of 2008 Coram: A. M. Khanwilkar, J. 2 Dated: 18 th December 2008 P.C.:

Heard learned counsel for the parties. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act 1956 to the Scheme of Amalgamation of BladeLogic Software Services Private Limited with BMC Software India Private Limited and respective shareholders.

Counsel appearing on behalf of the Petitioner Companies, has stated that the Petitioner Companies have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the rules made there under.

The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public.

The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a 3 proper manner and that the Transferor Company may be ordered to be dissolved without winding up.

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 not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of creditors and shareholders and public.

There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition No.797 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the said Petition and Company Petition 798 of 2008 filed by the Transferee Company is made absolute in terms of prayers clauses (a) to (f) of the said Petition

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. 4

The Petitioner Companies in both the above Petitions to pay costs of Rs.7,500/- each respectively, to the Regional Director and the Petitioner in Company Petition No.797 of 2008 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from the date of the order.

Filing and issuance of the drawn up order is dispensed with.

All authorities concerned to act on a copy of this order along with Scheme, duly authenticated by the Registry. A. M. KHANWILKAR, J