IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 394 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 353 OF 2010 UNIAGRO INVESTMENTS & TRADING PRIVATE LIMITED …………Petitioner /First Transferor Company. AND COMPANY SCHEME PETITION NO.395 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 354 OF 2010 SAAR INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ………Petitioner /Second Transferor Company AND COMPANY SCHEME PETITION NO.396 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 355 OF 2010 FAISAL INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ………Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO.397 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 356 OF 2010 AGRICOM INVESTMENTS & TRADING PRIVATE LIMITED ………Petitioner / Fourth Transferor Company AND COMPANY SCHEME PETITION NO.398 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 357 OF 2010 INDAGRO INVESTMENTS & TRADING PRIVATE LIMITED 1 ………Petitioner / Fifth Transferor Company AND COMPANY SCHEME PETITION NO. 399 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 358 OF 2010 SOYACO INVESTMENTS & TRADING PRIVATE LIMITED ………Petitioner / Sixth Transferor Company AND COMPANY SCHEME PETITION NO. 400 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 359 OF 2010 SIRS INVESTMENTS AND TRADING COMPANY PRIVATE LIMITED ………Petitioner / Seventh Transferor Company AND COMPANY SCHEME PETITION NO. 401 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 360 OF 2010 GENAGRO INVESTMENTS & TRADING PRIVATE LIMITED ………Petitioner / Eighth Transferor Company AND COMPANY SCHEME PETITION NO. 402 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 361 OF 2010 IRSHI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ………Petitioner / Ninth Transferor Company AND COMPANY SCHEME PETITION NO. 403 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 362 OF 2010 PHOENICIA INVESTMENTS & TRADING COMPANY PRIVATE LIMITED ………Petitioner / Tenth Transferor Company 2 AND COMPANY SCHEME PETITION NO. 404 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 363 OF 2010 ALIA INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ………Petitioner / Eleventh Transferor Company AND COMPANY SCHEME PETITION NO. 405 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 364 OF 2010 FAHU INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ………Petitioner / Twelfth Transferor Company AND COMPANY SCHEME PETITION NO. 406 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 365 OF 2010 STHANAV HOLDINGS PRIVATE LIMITED ……Petitioner / Thirteenth Transferor Company WITH COMPANY SCHEME PETITION NO. 407 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 366 OF 2010 ALLANA EXPORTS LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956; AND 3 In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of UNIAGRO INVESTMENTS & TRADING PRIVATE LIMITED ( 1st Transferor Company) AND SAAR INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ( 2nd Transferor Company) AND FAISAL INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ( 3rd Transferor Company) AND AGRICOM INVESTMENTS & TRADING PRIVATE LIMITED ( 4th Transferor Company) AND INDAGRO INVESTMENTS & TRADING PRIVATE LIMITED ( 5th Transferor Company) AND SOYACO INVESTMENTS & TRADING PRIVATE LIMITED ( 6th Transferor Company) AND SIRS INVESTMENTS AND TRADING COMPANY PRIVATE LIMITED ( 7th Transferor Company) AND GENAGRO INVESTMENTS & TRADING PRIVATE LIMITED ( 8th Transferor Company) AND IRSHI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ( 9th Transferor Company) AND PHOENICIA INVESTMENTS & TRADING COMPANY PRIVATE LIMITED ( 10th Transferor Company) AND ALIA INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ( 11th Transferor Company) AND FAHU INVESTMENT AND TRADING COMPANY PRIVATE LIMITED ( 12th Transferor Company) AND STHANAV HOLDINGS PRIVATE LIMITED 4 ( 13th Transferor Company) WITH ALLANA EXPORTS LIMITED ( Transferee Company) AND their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Ms. Jyotsna Pandhi i/b Mr. S. K. Mohapatra for Regional Director in all Petitions in all Petitions. Dr. T. Pandian, Dy. Official Liquidator, present in CSP Nos. 394 of 2010 to 406 of 2010. CORAM: S. J. Kathawalla, J. DATE: 15th October, 2010. 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 Scheme of Amalgamation of UNIAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the First Transferor Company, SAAR INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Second Transferor Company and FAISAL INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Third Transferor Company, AGRICOM 5 INVESTMENTS & TRADING PRIVATE LIMITED, the Fourth Transferor Company, INDAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the Fifth Transferor Company, SOYACO INVESTMENTS & TRADING PRIVATE LIMITED, the Sixth Transferor Company, SIRS INVESTMENTS AND TRADING COMPANY PRIVATE LIMITED, the Seventh Transferor Company, GENAGRO INVESTMENTS & TRADING PRIVATE LIMITED, the Eighth Transferor Company, IRSHI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Ninth Transferor Company, PHOENICIA INVESTMENTS & TRADING COMPANY PRIVATE LIMITED, the Tenth Transferor Company, ALIA INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Eleventh Transferor Company, FAHU INVESTMENT AND TRADING COMPANY PRIVATE LIMITED, the Twelfth Transferor Company, STHANAV HOLDINGS PRIVATE LIMITED, the Thirteenth Transferor Company with ALLANA EXPORTS LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners states 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the 6 Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 394 of 2010 to 406 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (i) and Company Scheme Petition No. 407 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 8. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High 7 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. 9. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition Nos. 394 of 2010 to 408 of 2010 pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 8