IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 944 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 955 OF 2009 National Securities Depository Limited....Petitioner/Demerged Company AND COMPANY PETITION NO 945 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 956 OF 2009 NSDL Database Management Limited....Petitioner /Resulting Company In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 read with Sections 80 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between National Securities Depository Limited and NSDL Database Management Limited and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. C.J. Joy with Mr. Sanjay Sawant i/b Mr. S. K. Mohapatra for Regional Director in both the petitions CORAM: S.J. KATHAWALLA . J DATE: 22nd JANUARY 2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between National Securities Depository Limited and NSDL Database Management Limited and their respective shareholders. . 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit and has stated in paragraph 6 thereof that the Demerged Company is being regulated by the SEBI in respect of its activities. It may be asked to furnish ‘No Objection’ from SEBI in respect to proposed Scheme of Arrangement. The counsel appearing for the Demerged Company states that the present Scheme is propounded in pursuance of SEBI’s directive vide its letter dated October,10 2007 a copy whereof is already furnished to the Regional Director and read with regulation 7(c) of SEBI ( Depositories & Participants) Regulations, 1996 as amended in 2007. The learned counsel for the Petitioner produces a copy of letter dated October, 10, 2007 addressed by SEBI alongwith extracts of Regulation 7 (c) of SEBI ( Depositories & Participants) Regulations, 1996 as amended in 2007. The same is taken on record and marked ‘X’ for identification. Save as aforesaid, the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. From the material 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 have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 944 of 2009 is made absolute in terms of prayer clause (a), (b) & (c). Company Petition No. 945 of 2009 is made absolute in terms of prayer clause (a) . 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 order. 9. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. 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. KATHAWALLA J.)