1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 8 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1330 OF 2009 Avendus Capital Private Limited...Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 9 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1331 OF 2009 Avendus Securities Private Limited....Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Avendus Capital Private Limited and Avendus Securities Private Limited and their respective shareholders and creditors Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mr. C.J Joy with Shri S..K. Mohapatra for the Regional Director. CORAM : S.J. KATHAWALLA J DATE: 26TH FEBRUARY 2010 P.C 1. Heard the learned counsel for parties. 2. This Scheme of Arrangement (“the Scheme”) is presented for the transfer of the „Broking Business‟ of Avendus Capital Private Limited (“Transferor Company”) to Avendus Securities Private Limited (“Transferee Company”). 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Hon‟ble Court and they 2 have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed his affidavit in reply and has stated in paragraph 6(a) to (d) thereof that:- (a) The Transferee Company in addition to Investment Services to Corporate/Private bodies, Merchant Broking, also membership holder in cash segment and Trading membership of future and option of BSE/NSE. This Broking Business shall be Demerged and transferred to Resulting Company. (b) Both the Transferor and Transferee Company shall file copy of the order of approval by the Hon’ble High Court with SEBI. (c) The Transferee Company shall comply with the Regulatory requirement of BSE /NSE. (d) For the payment of cash consideration, to foreign entity shareholder, the Transferee Company shall comply with the Regulatory norms of RBI/FEEMA, if applicable. 5. The counsel appearing for the Petitioner states that in opening of para 6(a) of the affidavit of the Regional Director there appears to be typographical error as the word „Transferee‟ has to be read as „Transferor‟. The counsel upon instruction from Shri Chandanamuthu, Joint Director of the office of Regional Director confirms the same to be an typographical error. 6. Both the Petitioners through their counsel undertakes to comply with all the aforesaid requisitions as stated in paragraph 6 of affidavit of Regional Director. The said undertakings are accepted. 3 7. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 8. Upon perusal of the entire 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 any public policy. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No 8 of 2010 and Company Scheme Petition No 9 of 2010 are made absolute in terms of prayer clause (a). 10. The Petitioners to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 11. The Petitioners in both the petitions to pay cost of Rs. 7500/- each to the Regional Director. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 12. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)