Master Capital Services Limited vs. -----------------------------------

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

Company Scheme Petition no. 157 of 2010

Connected with

Company Application No.660 of 2009

MTL Share and Stock Brokers Limited ....... Petitioner/ Transferor Company

AND

Company Scheme Petition no. 156 of 2010 Connected with Company Application No.661 of 2009

Master Capital Services Limited …….. Petitioner/ Transferee Company

In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of MTL Share And Stock Brokers Limited With Master Capital Services Limited And Their respective Shareholders.

Mr. V. P. Vaze i/b citylegal, Advocate for the Petitioners in both Petitions.

Dr. T. Pandian, Official Liquidator in Company Scheme Petition No. 157 of 2010.

Ms. Poornima Awasthi i/b H. P. Chaturvedi, Government Pleader for Regional Director in both Petitions.

Coram :- S. J. VAZIFDAR, J.

Dated :- 15th April, 2011

P. C. :

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 Scheme of Amalgamation of MTL Share And Stock Brokers Limited with Master Capital Services Limited and their respective Shareholders.

3. 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 there under. The said Undertaking is accepted.

4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the Shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :

"That the Deponent further submits that, the Transferor and Transferee Company are registered with SEBI as Stock Brokers

and as Merchant Bankers respectively. In this connection Transferor and Transferee Company may be directed to comply with the SEBI Regulations, as also with respective Stock Exchanges Regulations".

5. The Counsel for the Petitioners submits that the Petitioners undertake to comply with the SEBI Regulations, as also with the respective Stock Exchange Regulations. The said Undertaking is accepted.

6. 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.

7. 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.

8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 157 of 2010 and Company Scheme Petition No. 156 of 2010 are made absolute in terms of prayer clause (a) to (c) of the respective Petitions.

9. The Petitioners 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 the order.

10. The Petitioners in both the Petitions to pay costs of Rs. 10,000/- each to the Regional Director and the Petitioners in Company Scheme Petition No. 157 of 2010 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today.

11. Filing and issuance of the drawn up order is dispensed with.

12. 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.)