1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.490 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.411 OF 2011 WITH COMPANY APPLICATION NO.415 OF 2011 Brandon & Company Private Limited. ...Petitioner/Applicant (Demerged Company) AND COMPANY SCHEME PETITION NO.491 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.412 OF 2011 WITH COMPANY APPLICATION NO.414 OF 2011 Ramrod Advisors Private Limited. ...Petitioner/Applicant (Resulting Company) In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between – BRANDON & COMPANY PRIVATE LIMITED (Demerged Company) WITH RAMROD ADVISORS PRIVATE LIMITED (Resulting Company) 2 Mr. Shehzad A. K. Najam-es-sani , i/b Maneksha & Sethna, Advocate for the Petitioner in both the Petitions. Ms. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. C. Dharmadhikari, J DATE: 16th December, 2011 PC: 1. Heard learned Counsel for Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement for demerger of the Investment Division of Brandon & Company Limited, the Demerged Company with Ramrod Advisors Private Limited, the Resulting Company. 3. Both the Petitioner Companies have taken out their respective Company Applications Nos.415 of 2011 and 414 of 2011, inter alia, praying for a leave of this Court to amend the address of the registered office both the Petitioner Companies mentioned in the Company Scheme Petition Nos.490 of 2011 and 491 of 2011. Both the said Company Applications are placed on board for hearing alongwith the abovementioned Petitions. Both the said Company Applications are made absolute in terms of prayer clause (a) of the respective Applications. Amendment to be carried out within two weeks from today. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as 3 required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. 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 Scheme Petition No.490 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (f) to the Petition and Company Scheme Petition No.491 of 2011 filed by the Transferee Company is also made absolute in terms of prayer clause (a) to (f) to the Petition. 8. Petitioners are directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 9. The Transferee Company 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 from the date of the Order. 4 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 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 alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)