IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORIGINAL JURISDICTION) THURSDAY THE THIRTIETH DAY OF JULY TWO THOUSAND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.74 and 75 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.208 and 209 of 2009 In the matter of Companies Act, 1956 (1 of 1956) and In the matter of Sections 391 and 394 of the said Act and In the matter of Scheme of Arrangement for Demerger between Zen Securities Limited (Transferor Company) and Zen Wealth Management Services Limited (Transferee/Resulting Company) and Their respective shareholders and creditors Company Petition No.74 of 2009: Zen Securities Limited, A company incorporated under the Act And having its registered office at 101, Vijayasree Apartments, Nagarjuna Nagar Colony, Hyderabad – 500 073, Represented by Sri Pratap Kantheti, Managing Director. … Petitioner/ Transferor Company. Company Petition No.75 of 2009: Zen Wealth Management Services Limited, A company incorporated under the Act and Having its registered office at 101, Vijayasree Apartments, Nagarjuna Nagar Colony, Hyderabad – 500 073, Represented by Sri Satish Kantheti, Director. … Petitioner/ Transferee Company. THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 30th July 2009, upon reading the said petitions, the orders dated 18.03.2009 in Company Application No.209 of 2009 dispensing with requirement of convening the meeting of shareholders of transferee company for the purpose of considering and approving with or without modification the scheme of arrangement to be made between the transferor and transferee companies, and the order dated 18.03.2009 in Company Application No.208 of 2009 whereby the meeting of shareholders/members of transferor company was ordered to be convened, and a Chairman was appointed, after perusing the report of the Chairman annexed to Company Petition No.74 of 2009 it is appearing that the proposed scheme of arrangement has been approved by the members present and voting in person or by proxy, after perusing the affidavits of all the equity share holders and the creditors filed along with the petitions and upon hearing Sri R.Raghunandan, Advocate for the petitioners and it is appearing from the affidavits of the share holders and creditors that the proposed Scheme of Arrangement has been approved by all creditors and the share holders of the petitioner companies. This Court having noticed that no objection of any nature has been received from the members of the public and upon noticing that Registrar of Companies reported no objection, doth hereby sanction the Scheme of Arrangement set forth in paragraph 5 of the petitions herein and the schedule hereto (Annexure-A), and doth hereby declare the same to be binding on the creditors and equity share holders of the above named companies and also on the said companies. The parties to the scheme of arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of arrangement and that the transferor and transferee companies shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General and that the said companies do file with the Registrar of Companies the certified copies of the order within 30 days from this date. The Company Petitions are accordingly disposed of. ____________ (V.V.S.RAO, J) 30.07.2009 vs