1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.600 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.599 OF 2010 Maniput Investments Private Limited …Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO.601 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.600 OF 2010 Magnum Equity Broking Limited …Petitioner/Transferee Company IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of the Scheme of Amalgamation of – MANIPUT INVESTMENTS PRIVATE LIMITED WITH MAGNUM EQUITY BROKING LIMITED. Mr. Yogesh Adhia, Advocate for Petitioners in both the Petitions. Dr. T. Pandian, Official Liquidator present in Company Scheme Petition No. 600 of 2010. Mr. C. J. Joy and Mr. N. D. Sharma, i/b Mr. H P Chaturvedi, for Regional Director in both the Petitions. 2 CORAM: S. J. VAZIFDAR, J DATE: 1 ST APRIL, 2011 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the proposed Scheme of Amalgamation of Maniput Investments Private Limited, the Transferor Company, with Magnum Equity Broking Limited, the Transferee Company, and their respective shareholders. 3. The counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they 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 thereunder. The said undertaking is accepted. 4. The Regional Director has filed his Affidavit stating therein that save and except what is stated in paragraphs 6(a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: “(a) Transferor & Transferee Company are engaged in the broking business and allied services having membership Cash and Derivatives Segments of NSC 3 by the Transferor Company and of BSE by the Transferee Company. In this connection Transferor & Transferee Company may be directed to comply with SEBI/Stock Exchange Regulations in this regard. (b) The Transferee Company does not have sufficient authorized share capital for issue of shares to the shareholders of Transferor Company in compliance of clause 5.1 of the scheme. Hence, the Transferee Company has to increase its authorized share capital suitable for issue of new share to shareholders of the Transferor Company. In this connection the Transferee Company may be directed to comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. As far as the first objection is concerned, the Learned Counsel for the Petitioners states that the Petitioner Companies undertakes to comply with the requirements of the S.E.B.I. and Stock Exchange Regulations in that behalf. The said undertaking is accepted. 6. So far as the second objection is concerned, the Transferee Company undertakes that it shall take steps to increase its Authorized Capital, as may be required, and also file necessary forms and pay necessary filing fee and stamp duty, as applicable on the said forms in accordance with the law. The said undertaking is accepted. 4 7. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, both the Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (g) of the Petitions. 10. The Transferee 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 60 days from the date of order. 11. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition No.600 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 5 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. VAZIFDAR, J)