1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 23 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 24 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of challa Constructions Private Limited (‘the Transferor Company’) with Nagarjuna Management Services Private Limited (‘the Transferee Company’) and their respective shareholders Nagarjuna Management Services Private Limited..Petitioner/Transferee Company Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mr C.J. Joy with Mr. Zuber Dada, i/b Shri S..K. Mohapatra for the Regional Director. CORAM : S.J. KATHAWALLA J DATE: 26TH FEBRUARY 2010 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 a Scheme of Amalgamation of challa Constructions Private Limited (‘the Transferor Company’) with Nagarjuna 2 Management Services Private Limited (‘the Petitioner/Transferee Company’) and their respective shareholders. 3. The petition is filed by the Transferee Company. It is stated that necessary proceedings on behalf of Transferor Company has been filed before the Andhra Pradesh High Court and the Scheme is still pending. 4. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. Moreover Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 5. The Regional Director has filed his affidavit in reply and has stated in paragraph 6 thereof that the existing authorized Capital of the Transferee Company is not sufficient to issue Preference shares in exchange of the transferor of undertaking of the Transferor Company. Hence the Transferee Company has to increase /amend its authorized capital and comply with the requirements of section 94/97 of the Companies Act, 1956. It is further stated that save as aforesaid, the Scheme is not prejudicial to the interest of Shareholders and public. The Petitioner through their counsel undertakes that the Petitioner shall increase its authorized share capital and shall comply with requirement of Section 94/97, if applicable. The said undertaking is accepted. 6. 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. 3 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No 23 of 2010 is made absolute in terms of prayer clauses (a) & (b). 8. The Petitioner Company 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. 9. The Petitioners to pay cost of Rs. 7500/- to the Regional Director. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10.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)