IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 321 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 393 OF 2009 IN THE MATTER of Scheme of Amalgamation between Citigroup Wealth Advisors India Private Limited and Citigroup Global Markets India Private Limited. Citigroup Wealth Advisors India Private Limited … Petitioner/Transferor Company Ms.Renuka Shetty i/b Crawford Bayley & Co. for the Petitioner. Mr. P. Ramarao, Official Liquidator present. Mr. V. B. Tiwari and Ms. Lata Patne i/b Mr. S. K. Mohopatra for Regional Director. CORAM: S. J. KATHAWALLA, J. DATE: 28th August, 2009. PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between 1 Citigroup Wealth Advisors India Private Limited and Citigroup Global Markets India Private Limited. 3. Counsel appearing on behalf of the Petitioner Company has 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 Company also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in Para 6, it appears that the Scheme is not prejudicial to the interest of Shareholders and public. In Para 6 it is stated that the Petitioner Company is fully owned by the Overseas Corporate bodies registered outside India and therefore the Petitioner Company may be directed to file a copy of the Scheme alongwith the Order of this Court with the RBI within 30 days from the date of its sanction. 5. Mr. Samrat Dasgupta, Director of the Petitioner Company and Mr. Rajeev Lochan, Director of the Transferee Company have filed their respective Affidavits dated 16th July, 2009 with the Regional Director wherein it has been undertaken on behalf of the Petitioner Company and the Transferee Company respectively that the Petitioner and the Transferee Company undertakes to comply with 2 Accounting Treatment as prescribed under “Accounting Standard – 14” issued by the Institute of Chartered Accountants of India. The said undertaking is accepted. 6. Mr. Samrat Dasgupta, Director of the Petitioner Company and Mr. Rajeev Lochan, Director of the Transferee Company have filed an Affidavit dated 27th August, 2009 wherein he has given an undertaking on behalf of the Petitioner Company to file an authenticated/certified copy of the Scheme alongwith the Order of this Court with the RBI within 30 days from the date of its sanctioning of the Scheme of Amalgamation by this Court. The said undertaking is accepted. 7. The Official Liquidator has filed the report in the Company Petition stating that the affairs of the Transferor has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. Upon perusal of the entire material placed on records, 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. None of the Parties concerned have 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 creditors and public and the Official Liquidator has stated that 3 the affairs of the Transferor Company has been conducted in a proper manner. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition filed by the Transferor are made absolute in terms of prayer clauses (a) to (f). 10. The Transferee Company to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of this Order. 11. The Petitioner in the Company Petition to pay cost of Rs.7500 each to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on an authenticated/certified copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. S. J. Kathawalla, J. 4