IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.6 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 834 OF 2010 MF Global Capital India Private Limited ….Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of MF Global Capital India Private Limited (“MF Global Capital” or “the Transferor Company”) WITH MF Global Sify Securities India Private Limited (“MF Global Sify” or “the Transferee Company”) AND their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioner. Dr. T. Pandian, Official Liquidator present. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S. J. Vazifdar, J. DATE: 25th March, 2011 PC: 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 MF Global Capital India Private Limited with MF Global Sify Securities India Private Limited and their respective shareholders and creditors. 3. The Petitioner which is the Transferor Company is a wholly owned subsidiary of the Transferee Company. By Order dated 23rd December, 2010 passed by this Court in Company Summons for Direction No.834 of 2010, the filing of the separate Application and Petition by the Transferee Company was dispensed with in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. Hence no separate Petition was filed by MF Global Sify Securities India Private Limited, the Transferee Company. 4. 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, Petitioner Company also undertakes to comply with all statutory requirements, if any, 2 as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 5. The Regional Director has filed his Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company 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 has come forward to oppose the Scheme. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 6 of 2011 filed by the Petitioner Company is made absolute in terms of prayer (a) to (d). 9. The Petitioner Company 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 the order. 3 10. The Petitioner Company to pay costs of Rs. 10,000/- each to the Regional Director and 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 4