1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 782 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 821 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 100, 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited With J.P. Morgan Securities (India) Private Limited Bear Stearns Financial Services (India) Private Limited …Petitioner/Transferor Company AND COMPANY PETITION NO. 783 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 822 OF 2009 J. P. Morgan Securities India Private Limited, …Petitioner/ Transferee Company Coram : Dr. D. Y. Chandrachud J. Date : 18th December, 2009 Mr. Vikram B. Trivedi with Mr. Sunil Tilokchandani and Ms. Purvi Doctor i/b M/s. Manilal Kher Ambalal & Co. for the Petitioner Company. 2 Mr. P. Ramarao the Official Liquidator present. Mr. Y. R. Mishra i/b Mr. S. K. Mohapatra for Regional Director P.C. : 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Bear Stearns Financial (India) Private Limited, the Transferor Company with J.P. Morgan Securities India Private Limited, the Transferee Company, under sections 100, 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioner Company has stated that Petitioner Company has complied with all the statutory requirements as per direction of this Court and they have filed necessary Affidavits of compliance in Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 4. The Regional Director (RD) has filed an Affidavit in the above Petition stating that save and except as stated in para 6 thereof 3 that the Scheme does not appear to be prejudicial to the interest of shareholders, creditors and public. 5. In para 6 of an Affidavit filed by the Regional Director it is submitted that:- (i) The Transferor and Transferee Company are Non Banking Finance Companies, hence the Transferor and Transferee Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the RBI. (ii) Shareholding of the Transferor and Transferee Company are held by foreign body corporates. Hence the Transferor and Transferee Company may be directed to comply with RBI Guidelines in this regard. (iii) There is no specific clause in the scheme in respect of transfer and safe guard of employees of the Transferor Company by the Transferee Company. Hence the Petitioner Company may be directed to clarify in this regard. 6. The Regional Director has filed an Affidavit dated 16th December, 2009, in paragraph 6(i) of the said Affidavit it has 4 stated that Bear Stearns Financial Services (India) Pvt. Ltd. and J. P. Morgan Securities (India) Private Limited are registered with RBI as Non Banking Finance Companies and the Petitioner Company undertakes to give an undertaking to comply with the RBI Guidelines and to intimate the RBI about the merger within a period of one (1) month from the date of obtaining the certified copy of the order. 7. It is further stated by the Petitioner Company in reply to paragraph 6(iii) of the said Affidavit that Bear Stearns Financial Services (India) Pvt. Ltd., Transferor Company has no employees. 8. 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 any public policy. None of the parties concerned has come forward to oppose the scheme. 9. The Official Liquidator has filed his report in Company Petition No. 782 of 2009 stating therein that the affairs of the Transferor Company has been conducted in proper manner and the Transferor Company may be ordered to be dissolved. 10. Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 782 of 2009 filed by the 5 Petitioner/Transferor Company is made absolute in terms of prayer clauses (a) to (k) and the Company Petition No. 783 of 2009 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (h). 11. With regard to reorganization of share capital, the notice of minutes of reduction of share capital of the Petitioner/Transferor Company be published once in the “Free Press Journal” (Mumbai Edition) and Marathi translation thereof in “Maharashtra Times”. Publication in the Maharashtra Government Gazette is dispensed with. 12. The Petitioner Company 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 of order. 13. The Petitioner Company has to pay the costs of Rs.7,500/- each to the Regional Director within the four weeks from the date of order. The Petitioner Company has to pay the costs of Rs.7,500/- to the Official Liquidator within the four weeks from the date of order in the Company Petition No. 782 of 2009 filed by the Petitioner/Transferor Company. 14. Filing and issuance of drawn up order is dispensed with. 6 15. All the authorities concerned are directed to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud. J)