IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.599 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 571 OF 2009 NEW MILLENIUM SECURITIES PRIVATE LIMITED ….Petitioner/ Transferor Company AND COMPANY PETITION NO. 600 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 572 OF 2009 KEDIA SHARES & STOCKS BROKERS LIMITED ....Petitioner/ Transferee Company In the matter of the companies act, 1956 And In the matter of section 391 to 394 of the companies act, 1956 And In the matter of scheme of amalgamation between NEW MILLENIUM SECURITIES PRIVATE LIMITED AND KEDIA SHARES & STOCKS BROKERS LIMITED 1 Mr. Nilesh K. Pandya for the Petitioners Mr. D.A. Dubey i/b Mr. S. K. Mohapatra, in both Petitions for the Regional Director. Mr. P. Ramarao, Official Liquidator in C.P. No.599 of 2009 Coram: S. J. Kathawalla, J Date : 18th September, 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between New Millenium Securities Private Limited and Kedia Shares & Stocks Brokers Limited. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. 2 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in proper manner and that Transferor Company may be ordered to be dissolved. 6. 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 interest of shareholders and public. 7. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition No.599 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (m) of the said Petition and Company Petition No.600 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (m) of the said Petition. 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar (High Court, 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 . 9. The Petitioner Companies in both the above Petitions to pay costs of Rs.7,500/- each respectively, to the Regional Director and the Petitioner 3 in Company Petition No.599 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court Bombay toward its costs. Costs to be paid within four weeks from the date of the order. 10.Filing and issuance of the drawn up order is dispensed with. 11.All authorities concerned to act on as a copy of this order along with Scheme , duly authenticated by the Company Registrar (High Court, Bombay). (S. J. Kathawalla, J) 4