IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.380 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.254 OF 2009 In the matter of the Companies Act, I of 1956 And In the matter of Sections 391 and 394 of the Companies Act, I of 1956 And In the matter of Sections 100 to 104 of the Companies Act, I of 1956 And In the matter of reduction of share capital of Gerad (India) Private Limited And In the matter of Scheme of Arrangement and Demerger between Gerad (India) Private Limited and Gerad Financial Services Private Limited. Gerad (India) Private Limited, a Company) incorporated under The Companies Act, ) 1956 and having its Registered Office at ) 86/87, Atlanta, Nariman Point, Mumbai ) 400 021 ) … Petitioner / Demerged Company AND COMPANY PETITION NO.381 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.255 OF 2009 In the matter of the Companies Act, I of 1956 And In the matter of Sections 391 and 394 of the Companies Act, I of 1956 And In the matter of Scheme of Arrangement and Demerger between Gerad (India) Private Limited and Gerad Financial Services Private Limited. Gerad Financial Services Private ] Limited a Company incorporated ] under The Companies Act, 1956 ] having its Registered Office at ] 86/87, Atlanta, Nariman Point, ] Mumbai 400 021 ] ….. Petitioner / Resulting Company Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Petitioner/Demerged Company Mr. M. S. Bhardwaj i/b Mr. S. K. Mohapatra for Regional Director 2 Coram: S. J. Kathawalla J. Date: 21st August 2009 P.C. 1. Heard Learned Counsel for the parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, I of 1956 to the Scheme of Arrangement and Demerger between Gerad (India) Private Ltd. and Gerad Financial Services Private Ltd. and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner/Demerged Company has stated that it has complied with all requirements as per directions of this Hon’ble Court, and it has filed necessary Affidavits of compliance in this Hon’ble Court. Moreover, the Petitioner/Demerged Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, I of 1956 and the Rules framed thereunder. 4. The Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, has filed Affidavit stating therein that in his opinion the Scheme is not prejudicial to the interest of the shareholders and the public. 3 5. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provision of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interests of the shareholders and the public. 6. The Petitioner/Demerged Company 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 30 days from the date of the Order. 7. There is no objection to the Scheme, and since all the statutory compliances have been fulfilled, the Company Petitions are made absolute in terms of prayers (a) to (q). 8. The Petitioner Company in both the Petitions to pay costs of Rs.7,500/- (Rupees seven thousand five hundred only) each to the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn-up Order is dispensed with. 4 10. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court (O.S), Bombay. S. J. KATHAWALLA J. 5