IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 808 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1276 OF 2008 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391, 392, 393 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF DROPADI FINANCE LIMITED, A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND REGISTERED AS A NON-BANKING FINANCIAL COMPANY (NBFC) AND HAVING ITS REGISTERED OFFICE AT NEPTUNE HOUSE, 3RD FLOOR, S. V. ROAD, BANDRA (WEST), MUMBAI - 400 050 AND IN THE MATTER OF SCHEME OF ARRANGEMENT IN THE NATURE OF DEMERGER AND TRANSFER OF MARGIN FUNDING BUSINESS (“MFB”) DIVISION OF AURA SECURITIES PRIVATE LIMITED INTO DROPADI FINANCE LIMITED DROPADI FINANCE LIMITED , A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND REGISTERED AS A NON-BANKING FINANCIAL COMPANY (NBFC) AND HAVING ITS REGISTERED OFFICE AT NEPTUNE HOUSE, 3RD FLOOR, S. V. ROAD, BANDRA (WEST), MUMBAI - 400 050 ) ) ) ) ) ) ) ) ) …PETITIONER COMPANY / TRANSFEREE COMPANY Coram: A.M. Khanwilkar J. Date: 12 th December, 2008 Mr. Pervez Bapuna i/b. M/s. Wadia Ghandy & Co., Advocates for the Petitioner Company Mr. C.J. Joy i/b. Mr. S.K. Mohopatra for the Regional Director PC: 1. Heard Counsel for parties. 2. The sanction of the Court is sought under the Sections 391 to 394 of the Companies Act, 1956 in respect of Scheme of Arrangement for the demerger of the Margin Funding Business (“MFB”) division of Aura Securities Private Limited into Dropadi Finance Limited, the Petitioner Company. 3. The Registered Office of Aura Securities Private Limited, the Transferor Company is situated at Ahmedabad, in the state of Gujarat. The Counsel appearing on behalf of the Petitioner Company states that the Transferor Company had filed its Petition for sanction of the present Scheme of 2 Arrangement for Demerger in the Hon’ble High Court of Judicature at Gujarat and the said scheme has already been sanctioned by the said Court on 24th October, 2008. 4. Counsel appearing on behalf of the Petitioner Company has stated that it has complied with all the requirements as per directions of the Court and it has filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of the creditors and shareholders and public. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the creditors and shareholders and public. 7. Inspite of publication of the hearing of this Petition, no objection has been filed nor has any objectionist come forward to oppose this Petition. Accordingly, Petition is made absolute in terms of prayer clauses (a), (b) and (c). 8. The Petitioner Company to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioner Company undertakes to forward a copy of this Order and the Scheme to the Reserve Bank of India within one month from the date of this Order. The said undertaking is accepted. 3 10. The Petitioner / Transferee Company to pay costs of Rs.7,500/- to the “Regional Director”. 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 duly authenticated by the Company Registrar, High Court, Bombay. (A.M. Khanwilkar J.) 4 5