1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1066 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1220 OF 2009 Prarabdh Financial Advisory Services Private Limited ………………. Transferor Company / Petitioner WITH COMPANY PETITION NO. 1067 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1221 OF 2009 Securities Holding (India) Private Limited …………………. Transferee Company / Petitioner In the matter of 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 Scheme of Amalgamation of Prarabdh Financial Advisory Services Private Limited …..Transferor Company WITH Securities Holding (India) Private Limited ....Transferee Company 2 Mr. K. Gopal, Advocate for the Petitioner Mr. C.J. Joy with Mr. Afroz Shah I/by S.K. Mahapatra for Regional Director Mr. P. Ramarao, Official Liquidator, Present in CP No. 1066 of 2009 CORAM: S.J. KATHAWALLA, J. DATE: 9th April 2010 P.C.: 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 the Scheme of Amalgamation of PRARABDH FINANCIAL ADVISORY SERVICES PRIVATE LIMITED, the Transferor Company with SECURITIES HOLDING (INDIA) PRIVATE LIMITED, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner 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 Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed affidavit stating that save and except as stated in paragraph No. 6, the 3 Scheme does not appear to be prejudicial to the interest of Shareholders and public. The Paragraph No. 6 of the said affidavit reads as under: (a) the transferee company is a Non Banking Finance Company, hence the Transferee Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order on this petition within 30 days’ from the date of the order, with RBI. (b) The Transferee Company’s capital clause does not provide for preference shares. However as per clause no. 11.1 of the scheme the Transferee is issuing preference shares to the existing preference shareholders of the transferor company. Hence, the transferee company has to amend its Memorandum of Association suitably before giving effect to this scheme, if approved by this Hon’ble High Court. (c) That the Deponent respectfully submits that, the combined authorized capital of the Transferor and Transferee Company will take effect on the date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956 instead 4 of “effective date” as stated in para 11 of the scheme. (d) After Para No.14 of the scheme again Para No. 11.1 and 11.2 this para may be read as after para No.11.5 and 11.6 respectively. 5. As far as the objections in paragraph 6(a) to 6(c) of the above affidavit is concerned, the transferee company undertakes to file a copy of the Scheme along with a copy of this order within 30 days of obtaining the certified copy and/or an authenticated copy of the order, with the Reserve Bank of India. The transferee company also undertakes to amend its Memorandum of Association suitably so as to provide for issuance of preference shares to the preference shareholders of the transferor company, before giving effect to the scheme. The transferee company has agreed to have the combined authorized capital of transferor and Transferee Company to have effect from the date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956. So far as the objection in paragraph 6(d) of the above affidavit is concerned, the transferee company submits that the same is a typographical error and therefore seeks leave of this court to amend the scheme by making the 5 necessary correction. The leave to amend the scheme is granted. Amendment to be carried out within two weeks from today. 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be ordered to dissolved. 7. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provision of law and is also not contrary to public policy. None of the parties concerned has come forward to oppose the same. 8. Since all the requisite statutory compliance has been fulfilled Company Petition Nos. 1066 of 2009 and 1067 of 2009 are made absolute in terms of prayer clauses (a) to (f) of the respective petitions. 9. The Petitioner Companies 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 of the date of the order. 10. Both Petitioners companies to pay costs of Rs.7,500/- each to the Regional Director, Western Region, 6 Mumbai and the Petitioner in Company Petition No. 1066 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 drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order duly authenticated by Company Registrar, High Court, Bombay. (S.J. KATHAWALLA, J.)