1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 453 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 476 OF 2010 HSBC PRAGATI FINANCE (INDIA) PRIVATE LIMITED …Petitioner/ Transferor Company No. 1 AND COMPANY SCHEME PETITION NO. 454 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 477 OF 2010 HSBC FINANCIAL HOLDINGS (INDIA) PRIVATE LIMITED …Petitioner/ Transferor Company No. 2 AND COMPANY SCHEME PETITION NO. 455 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 478 OF 2010 HSBC CONSUMER SERVICES (INDIA) PRIVATE LIMITED ...Petitioner /Transferor Company No. 3 AND COMPANY SCHEME PETITION NO. 456 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 479 OF 2010 HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED ….Petitioner / Transferee Company 2 In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; In the matter of: The Scheme of Amalgamation of: (i) HSBC Pragati Finance (India) Private Limited (“Transferor Company No. 1”); and (ii) HSBC Financial Holdings (India) Private Limited (“Transferor Company No. 2”); and (iii) HSBC Consumer Services (India) Private Limited (“Transferor Company No. 3”); with (iv) HSBC Securities and Capital Markets (India) Private Limited (“Transferee Company”) and their respective shareholders. CORAM: S.J. Kathawalla J. DATE: 29th October, 2010 Mr. Sayantan Banerjee i /b. AZB & Partners, Advocate for the Petitioners in all Petitions. Dr. T. Pandian, Dy. Official Liquidator, in C.S.P. No. 453 of 2010 to C.S.P. No. 455 of 2010. Mr. Vishwajit Sawant i/b Mr. S.K. Mohaptra for Regional Director in all Petitions. 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 HSBC Pragati Finance (India) Private Limited (“Transferor Company No. 1”); HSBC Financial Holdings (India) Private Limited (“Transferor Company No. 2”) and HSBC Consumer Services (India) Private Limited (“Transferor Company No. 3”) (Transferor Company No. 1, Transferor Company No. 2 and Transferor Company No. 3 collectively as the “Transferor Companies”) with HSBC Securities and Capital Markets (India) Private Limited (“Transferee Company”) and their respective shareholders. 3 3. Counsel appearing on behalf of the Petitioner Companies have 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, the 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 Official Liquidator has filed a report in Company Scheme Petition Nos. 453 of 2010 to 455 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 5. The Regional Director has filed an affidavit stating therein that save and except what is stated in paragraph 6 thereof, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. In paragraph 6 of the said affidavit the Regional Director has stated that : “the shareholding of the First and Third Transferor Companies are held by foreign body corporate. Hence for allotment of new shares by the Transferee Company to foreign body corporate, the First and Third Transferor Companies, as also Transferee Company may be directed to comply with RBI/FEMA Guidelines, if any applicable in this regard.” 6. In response to the issue raised by the Regional Director in paragraph 6 of his affidavit, the counsel appearing for the Petitioners Companies gives an undertaking on behalf of the Transferor Company No. 1, Transferor Company No. 3 and the Transferee Company that the said companies will comply with Reserve Bank of India (RBI) / Foreign Exchange Management Act (FEMA) Guidelines, if any applicable in this regard. The undertaking is accepted. 4 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. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 453 of 2010 filed by Transferor Company No. 1 is made absolute in terms of the prayer clauses (a) to (j). The Company Scheme Petition No. 454 of 2010 filed by Transferor Company No. 2 is made absolute in terms of the prayer clauses (a) to (k). The Company Scheme Petition No. 455 of 2010 filed by Transferor Company No. 3 is made absolute in terms of the prayer clauses (a) to (k). The Company Scheme Petition No. 456 of 2010 filed by the Transferee Company is made absolute in terms of the prayer clauses (a) to (m). 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 the order. 10. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition Nos. 453 of 2010 to 455 of 2010 to pay costs of Rs.10,000/- each 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 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. Kathawalla J.)