The Tribunal sanctioned the Scheme of Amalgamation, emphasizing compliance with statutory requirements and commercial wisdom of shareholders.

ORDER

1. Heard the Ld. Professional for Petitioner Companies.

2. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder for sanction of the Scheme of Amalgamation of DELTA INFOSOLUTIONS PRIVATE LIMITED (‘Transferor Company’ or ‘First Petitioner Company’) with and into DATAMATICS GLOBAL SERVICES LIMITED, (‘Transferee Company’ or ‘Second Petitioner Company’) and their respective shareholders and creditors (‘Scheme’)

3. Prayers of the Petitioner Companies:

a. THAT the notice of the hearing of the Company Scheme Petition be published in the newspapers i.e., ’Business Standard’ in English and ’Navshakti’ in Vernacular or such other newspapers, as the Tribunal may deem fit;

b. THAT the said Scheme of Amalgamation (annexed at Exhibit "6”) or modified scheme, if any from time to time, be sanctioned by this Tribunal with or without modification and declare the same to be binding on the Petitioner Companies and also their respective Shareholders, Creditors, Employees or any other regulatory authorities and/or any other stakeholders;

c. THAT the Petitioner Companies do file the copy of the order sanctioning the Scheme of Amalgamation with the concerned Registrar of Companies;

d. THAT liberty be reserved to the Petitioner Companies and all other persons interested in this Petition to apply to this Tribunal herein as and when occasion may arise for any direction that may be necessary.”

4. Nature of Business

4.1. First Petitioner Company is incorporated with following objects:

a) To carry on the business of processing both manual as well as with use of Data Processing Equipment and Computers, of Financial Instruments like shares, debentures, bonds issued by Private and Public Sectors Companies, Financial Institutions, Commercial Banks, Government and Semi-Government Bodies, Local Authorities and such other Bodies and to act and carry on the business of Registrar and Transfer Agents, and to perform all such services associated with such business.

b) To carry on the business of manufacturing, development and marketing of information technology products and services, software and hardware systems and to design, develop, create, produce, compile, convert, alter, operate, write, test, record, print and document and to buy, sell, import export, exchange, let on hire, lease, license or otherwise deal in, whether as principals or as agents, software systems, packages, programs and information technology products, electronic products and services required for or by different organisations, industries, businesses or individuals.

4.2. The Second Petitioner Company is a technology company that builds intelligent solutions enabling data-driven businesses to digitally transform themselves through Robotics, Artificial Intelligence, Cloud, Mobility and Advanced Analytics. With its wide array of solutions, the Second Petitioner Company has developed several proprietary products and innovative solutions through which it caters to over 450 customers across the globe, some of which are Fortune 500 companies. Headquartered in Mumbai, the Second Petitioner Company has a strong presence across the America, Australia, Asia, Europe, and the Middle East.

5. The registered offices of the Petitioner Companies are situated in Mumbai, Maharashtra and hence the subject matter of the Petition is within the jurisdiction of this Bench.

6. The Petitioner Companies are part of sam