IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 665 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 637 OF 2007 In the matter of the Scheme of Amalgamation of KISAN EXTRUSIONS LIMITED And BHAGIRATH AGRO-PLAST LIMITED WITH KISAN IRRIGATIONS LIMITED. KISAN EXTRUSIONS LIMITED … Petitioner Transferor Company No.1 AND COMPANY PETITION NO. 666 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 638 OF 2007 BHAGIRATH AGRO-PLAST LIMITED …Petitioner Transferor Company No.2 WITH COMPANY PETITION NO. 667 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 639 OF 2007 KISAN IRRIGATIONS LIMITED …Transferee Company Mr. Sanjay Udeshi i/b Sanjay Udeshi and Co. for the Petitioners. Mr. S. Ramakanth Dy. O.L. in C.P. No. 665 and 666 of 2007. Mr. C. J. Joy with and Mr. S. K. Mohapatra for R.D. in all Company Petitions. CORAM : A.M. KHANWILKAR J. DATE : 11th January 2008. C.P. No. 665,666 and 667 of 2007 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 of Kisan Extrusions Limited (Transferor Company No.1) and Bhagirath Agro-Plast Limited (Transferor Company No.2) With Kisan Irrigations Limited (Transferee Company). 3. Counsels appearing on behalf of the Petitioners has stated before this Court that in so far as the Transferor Company No.1 and No.2 are concerned all its Equity Shareholders had granted their consents and in view thereof the convening and holding of their meeting was dispensed with vide order dated 15th June 2007 passed by this Court. In so far as the Secured Creditors and Unsecured Creditors of the Transferor Companies are concerned they have been served with the individual notice of Petition by R.P.A.D. The Petitioners has complied with all requirements as per direction of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. In so far as the Transferee Company is concerned all its Equity Shareholders had granted their consent and in view thereof the convening and holding of their meeting was dispensed with vide order dated 15th June 2007 passed by this Court. In so far as the Secured Creditors and Unsecured Creditors of the Transferee Company are concerned they have been served with the individual notice of Petition by R.P.A.D. 5. 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 nor contrary to any public policy. None of the parties C.P. No. 665,666 and 667 of 2007 concerned have come forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as 2 proposed is not contrary to the interest or prejudicial to shareholders or creditors. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 665 of 2007 and 666 of 2007 filed by Transferor Companies are made absolute in terms of prayer clauses (A). Company Petition No. 667 of 2007 filed by the Transferee Company is made absolute in terms of prayer clause (A). 7. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 8. The Petitioners in all Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. The Petitioner Company in Petition No. 665 and 666 of 2007 to pay to the Official Liquidator, High Court Bombay a sum of Rs. 5,000/- each towards the cost of the Petition. Costs to be paid within four weeks from today. Petitioner to comply with all statutory compliances applicable, if any. 9. Filling and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar. A.M. Khanwilkar J. 3