THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.101 and 102 of 2011 Date:17th June, 2011 Stampede Holdings Limited, a company incorporated under the Companies Act and having its registered office at JR Towers, 2nd Floor, Road No.2, Banjara Hills, Hyderabad – 500 034, rep. by its Director Mr.Meenavalli Venkata Srinivas …Transferor Company/ Petitioner in C.P.No.101 of 2011 *** Brilliant Securities Limited, a Company Incorporated undr the Companies Act and having its registered office at Plot No.1, 2nd Floor, JR Towers, Road No.2, Banjara Hills, Hyderabad – 500 034, rep. by its Director Mr.D.V.S.S.Lakshminarayana ….Transferee Company/ Petitioner in C.P.No.102 of 2011 *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.101 and 102 of 2011 COMMON ORDER: These two Company Petitions have been filed by Stampede Holdings Limited (hereinafter referred to as ‘the transferor Company”) and Brilliant Securities Limited (hereinafter referred to as ‘the transferee Company”) respectively under Sections 391 to 394 of the Companies Act, 1956, (for short, ‘the Act’), r/w. Rule 79 of the Companies (Court) Rules, 1959, seeking for sanction of the scheme of arrangement as approved by the shareholders of the respective companies. 2. The transferor Company is the petitioner in Company Petition No.101 and 2011. The transferee Company is the petitioner in Company Petition No.102 of 2011. The transferor Company was incorporated on 05.04.2007 under the name and style of ‘Stampede Holdings Private Limited’ with Certificate of Incorporation No.53474 of 2004-2005. Later, the name of the transferor Company came to be changed to ‘Stampede Holdings Limited’ with effect from 18.09.2010. The authorized share capital of the transferor company is Rs.5,50,00,000/- divided into 55,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. 3. The main objects of the transferor company as set out in the memorandum of the petition are: to carry on the business of buying, holding, selling, underwriting, investing, acquiring various securities and properties including equity, preference, stocks, debentures, debenture-stock and bonds in any of the corporate companies, firms, undertakings, bodies etc. whether registered in India or abroad etc, more fully described in para.3 of the Company Petition No.101 of 2011. 4. The transferee company was incorporated under the Act on 28.04.1995 with Certificate of Incorporation No.01-20170 of 1995-96. The authorized share capital of the transferee company is Rs.16,00,00,000/- divided into 1,60,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.5,64,78,700/- divided into 56,47,870 equity shares of Rs.10/- each. 5. The objects of the transferee company are: to become a corporate member of Stock Exchanges, Security Exchanges, OTC Exchanges (either Regional or National), Trading Houses, with Trading Privileges Depositories either in India or abroad and to carry on the business as shares and stock brokers/dealers, securities brokers/dealers, investment brokers/dealers, sub-brokers/dealers, underwriters, sub- underwriters, agents and consultants for and to purchase, acquire, hold, sell, invest and otherwise deal in stocks, shares and securities of all kinds, units of Unit Trust of India, Debentures, Bonds, Government Securities, National Saving Certificates, Small Savings Scheme etc., more fully described in Para.5 of Company Petition No.101 of 2011. 6. The transferor Company has two divisions viz., Technical Division and Investment Division. The Technical Division is primarily engaged in development of Direct Market Access (DMA) techniques, derivative and quant products and Algorithm Engine etc. The transferor Company technical division developed a sophisticated automated trading platform for strategy-driven trading. The platform provides a comprehensive suite of trading solutions to the sell-side and buy-side for both OTC and listed trading. The transferee Company is presently engaged in the business of securities broking, investment and other financial services. The transferee Company is inclined to acquire the technical division of the transferor Company through the proposed scheme of arrangement. 7. The Board of Directors of the transferor Company and the transferee Company have approved the scheme of arrangement in their respective meetings held on 17.01.2011 and passed resolutions to that effect. 8. There are no secured creditors to the transferor Company. Unsecured creditors are no other than the directors of the Company. The Board of Directors of the transferor Company have already approved the proposed scheme of arrangement, by resolution, dated 17.01.2011. The transferor Company has 7 shareholders holding the entire paid up capital and all the 7 shareholders had given their written consent to the proposed scheme of arrangement by way of individual affidavits. The transferor Company moved Company Application No.203 of 2011 to dispense with the meeting of the shareholders. As per order, dated 09.03.2011, passed in Company Application No.203 of 2011, convening the meeting of the shareholders of the transferor Company and creditors of the transferor company came to be dispensed with for the purpose of considering the proposed scheme of arrangement. 9. The transferee Company has no secured and unsecured creditors. Therefore, meeting of the secured and unsecured creditors came to be dispensed with for the purpose of considering the proposed scheme of arrangement vide Order, dated 09.03.2011, passed in Company Application No.204 of 2011. There are about 1000 shareholders in the transferee Company. The meeting of the shareholders of the transferee Company has been conducted on 09.04.2011 at 11.00 A.M at Kalinga Cultural Trust, Plot No.1269, Road No.12, Banjara Hills, Hyderabad – 500 034. The proposed scheme of arrangement has been unanimously approved by the shareholders of the transferee company in that meeting. The Chairperson of the meeting has placed on record the report, copy of which finds place at Page Nos.222 to 224 of the Company Petition No.102 of 2011. Hence, these two Company Petitions seeking the sanction of the proposed scheme of arrangement. 10. Notice to the Regional Director, Ministry of Corporate Affairs, Chennai, and to the Registrar of Companies, Andhra Pradesh, Hyderabad, came to be ordered on 30.04.2011 in both these Company Petitions. The petitioner Companies were also directed to take out publication in ‘The Financial Express’ (English daily) and ‘Andhra Prabha’ (Telegu daily) published in Hyderabad Editions. The petitioner Companies took out publications and filed copies of the same as proof of compliance of the directions. 11. The Registrar of Companies, A.P., Hyderabad filed common affidavit in both the company petitions. The only objection taken by the Registrar of Companies is that the authorized share of the transferee Company is required to be increased. The transferee Company placed on record its reply affidavit. It is stated in the reply affidavit that the authorized share capital of the transferee company has been increased from Rs.16,00,00,000/- to Rs.22,00,00,000/-. Therefore, the objection taken by the Registrar of Companies has been complied with. 12. These two company petitions were filed seeking sanction of the scheme of arrangement as approved by the shareholders of the respective companies, so as to bind all the members of the transferor company and transferee company and to dissolve the transferor company without winding up. 13. No objections have been received from any quarter opposing the proposed scheme of arrangement. 14. Heard learned counsel appearing for the petitioner Companies and learned Assistant Solicitor General appearing for the Registrar of Companies. 15. From the material placed 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 have come forward to oppose the scheme. 16. Since all the requisite statutory compliances have been fulfilled, both the company Petitions i.e., C.P.No.101 of 2011 filed by the transferor company and C.P.No.102 of 2011 filed by the transferee company are allowed sanctioning the scheme of arrangement with effect from 01.04.2010. 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. The transferor company and the transferee company shall pay a sum of Rs.5,000/- (Rupees five thousand only) each to the Registrar of Companies, A.P., Hyderabad, towards costs. The petitioner companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 17. Accordingly, both the Company Petitions are allowed. ______________________ B.SESHASAYANA REDDY, J. Date:17th June, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.101 and 102 of 2011 Date:17th June, 2011