IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.456 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.414 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of a Scheme of Arrangement between Automated Securities Clearance LLC (Demerged Company) And SunGard Solutions (India) Private Limited (Resulting Company) and their respective shareholders and creditors Automated Securities Clearance LLC, ) a company formed under the laws of ) United States of America having its ) registered office at 545 Washington ) Boulevard, 7th Floor, Jersey City, ) NJ 07310,UNITED STATES, Hudson County. ) through its branch office having its ) address at Sr. No. 108/8/1+2/1, ) Meridian Plaza, 1 Senapati Bapat Road, ) Pune 411 053, )…Petitioner Company 1 Mr. Amit Jamsandekar i/b. D. H. Law Associates, Advocates for the Petitioners Mr. P. Ramarao Official Liquidator Mr.Rajendrakumar i/b. Mr. S. K. Mohapatra for Regional Director CORAM: S.J.Kathawalla J DATE : 16TH OCTOBER, 2009 MINUTES OF THE ORDER 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to the arrangement embodied in the Scheme of Arrangement between Automated Securities Clearance LLC, the Petitioner/ Demerged Company and SunGard Solutions (India) Private Limited (the "Resulting Company")for the Demerger of Pune Branch from the Demerged Company to Resulting Company. 3. The Counsel for the Petitioner informed the Court that the Registered Office of SunGard Solutions (India) Private Limited situated at Banglore and the Petition filed by the said Company in the High Court of Karnataka for obtaining sanction to the proposed scheme of arrangement is pending. 2 4. Counsel appearing 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 the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed its Affidavit, stating that save and accept as stated in para 6, it appears that the scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6, the Regional Director states that :- “That the Deponent further submits that, upon transfer of Demerged undertaking i.e. Pune Branch (Principal place of business) the Demerged Company has no other activity. If the Demerged Company has no intention to carry on any other business/ceases to have place of business, then the provisions of Section 59 (3) of the Companies Act, 1956 be complied with by the demerged Company and necessary intimation be also be given to Reserve Bank of India, accordingly by the Demerged Company”. 3 6. The Advocate appearing on behlalf of the Petitioner undertakes that the Petitioner will comply with the provision of Section 597(3) of the Companies Act, 1956 and will also give necessary intimation to the Reserve Bank of India if required. Said undertaking is accepted. 7. The Official Liquidator has filed his Report stating that the affairs of the Transferor Company have been conducted in a proper manner and the Transfer Company may be order to be dissolved. 8. 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 share holders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 9. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.456 of 2009 filed by the 4 Transferor Company are made absolute in terms of prayer clause(a) to (c) and (e). 10. The Transferee Company to lodge a copy of this order and the scheme duly authenticated by the Company Registrar. High Court, 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. 11. The Petitioners to pay Costs of Rs.7,500/- each to the Regional Director, Western Region, Ministry of Corporate Affairs and the Official Liquidator High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 5