1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 284 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 262 OF 2010 ISJ Share & Stock Brokers Private Limited ….Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 285 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 263 OF 2010 ISJ Securities Private Limited ……….Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of ISJ Share & Stock Brokers Private Limited with ISJ Securities Private Limited and their respective shareholders Mr. Hemant. Sethi i/b Hemant Sethi & Co, Advocates for Petitioner. Dr T. Pandian, Deputy Official Liquidator in Company Scheme Petition No. 284 of 2010. Mr. S.D. Bhosale i/b Mr.S.K. Mohapatra for Regional Director in all the Petitions. CORAM : S. J. VAZIFDAR,J DATE : 16th JULY, 2010 PC: 1. Heard learned counsel for 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 ISJ 2 Share & Stock Brokers Private Limited with ISJ Securities Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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 thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit and has stated in paragraph 6 thereof that: “That the Deponent respectfully submits that the Petitioner Companies are having Stock Broking membership with BSE and NSE and registered with SEBI. Hence the Petitioner Companies may be directed to file a copy of the Scheme along with the copy this Hon‟ble Courts order on this Petition within 30 days from the date of the order with the SEBI/BSE and NSE respectively”. „Save as aforesaid the scheme is not prejudicial to the interest of the shareholders and public.‟ 5. The Petitioners through their counsel undertakes that necessary intimation will be filed with the SEBI, BSE & NSE. The said undertaking is accepted. . 6. The Official Liquidator has filed a report in Company Scheme Petition No. 284 of 2010 stating therein that the affairs of the 3 Transferor Company has 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 have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 284 of 2010 and the Company Scheme Petition No. 285 of 2010 are made absolute in terms of prayer clause (a) . 9. 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. 10.The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director. The Petitioner in Company Scheme Petition No. 284 of 2010 to pay cost of Rs. 10,000/- to the Official Liquidator. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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. VAZIFDAR J)