IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 984 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 995 OF 2009 DSP MERRILL LYNCH SECURITIES TRADING LIMITED. …………Petitioner / Demerged Company. AND COMPANY PETITION NO. 985 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 996 OF 2009 DSP MERRILL LYNCH LIMITED ………Petitioner / Resulting Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of DSP MERRILL LYNCH SECURITIES TRADING LIMITED with DSP MERRILL LYNCH LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. R. S. Cama i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao, Official Liquidator, present in Company Scheme Petition No. 984 of 2009 CORAM: S. J. Kathawalla, J. DATE: 7th May, 2010. PC: 1. Heard learned counsel for the parties. 1 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of DSP MERRILL LYNCH SECURITIES TRADING LIMITED with DSP MERRILL LYNCH LIMITED. 3. Counsel appearing on behalf of the Petitioners states 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme dose not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 984 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition Nos. 985 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 9. The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar High Court, 2 (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 the order. 10. The Petitioner Companies in both the petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 984 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities 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.) 3