IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.420 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.448 OF 2009 ANAND RATHI FINANCIAL SERVICES LIMITED …………Petitioner / The Demerged Company. COMPANY PETITION NO.421 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.449 OF 2009 ANAND RATHI SHARE AND STOCK BROKERS LIMITED …………Petitioner / Resulting Company No.1. COMPANY PETITION NO.422 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.450 OF 2009 ANAND RATHI ADVISORS LIMITED …………Petitioner / Resulting Company No.2. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between between Anand Rathi Financial Services Limited (the Transferor Company / the Demerged Company) and Anand Rathi Share And Stock Brokers Limited (Transferee Company No.1/Resulting Company No.1) and Anand Rathi Advisors Limited (Transferee Company No.2/ Resulting Company No.2) and their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. C. J. Joy, Ms. Neeta Masurkar and Mr. S. D. Bhosale i/b Mr. S. K. Mohapatra for Regional Director in all Company Petition. CORAM: A. M. Khanwilkar, J. DATE: 19th June, 2009 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 Arrangement between Anand Rathi Financial Services Limited (the Transferor Company/the Demerged Company) and Anand Rathi Share And Stock Brokers Limited (Transferee Company 2 No.1/Resulting Company No.1) and Anand Rathi Advisors Limited (Transferee Company No.2/ Resulting Company No.2) and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners 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 Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. So far as paragraph 6 of his Affidavit is concerned, the Demerged Company and First Transferor Company undertake to file a copy of the scheme along with a copy of this Hon’ble High Court order with the Reserve Bank of India within the period of one month from the date of the order. The said undertaking is accepted. 3 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. 6. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.420 of 2009, 421 of 2009 and 212 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (c). 7. The Transferee 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 certified copy and/or an authenticated copy of the order. 8. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 4 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 5