1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 131 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 802 OF 2010 Baron Properties Private Limited …….Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO. 132 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 803 OF 2010 Growth Stream Properties Private Limited …………..Petitioner/First Resulting Company AND COMPANY SCHEME PETITION NO. 133 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 804 OF 2010 Nagarjuna Corporation Limited …………..Petitioner/First Transferee Company/ Second Resulting Company AND COMPANY SCHEME PETITION NO. 134 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 805 OF 2010 Nagarjuna Holdings Private Limited ……………Petitioner/ First Demerged/ Third Transferor Company AND COMPANY SCHEME PETITION NO. 135 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 806 OF 2010 Nagarjuna Management Services Private Limited …………..Petitioner/Second Demerged Company/ Fourth Transferor Company AND COMPANY SCHEME PETITION NO. 136 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 807 OF 2010 2 White Stream Properties Private Limited …………Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO. 137 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 808 OF 2010 White Stream Trading Private Limited …………Petitioner/Second Transferee Company 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 Composite Scheme of Amalgamation and Arrangement between Baron Properties Private Limited (‘the First Transferor Company’) AND Growth Stream Properties Private Limited (‘the First Resulting Company’) AND Nagarjuna Corporation Limited (‘the First Transferee Company’ or ‘the Second Resulting Company’) AND Nagarjuna Holdings Private Limited (‘the First Demerged Company‘ or ‘the Third Transferor Company’) AND Nagarjuna Management Services Private Limited ( ‘the Second Demerged Company‘ or ‘the Fourth Transferor Company’) AND White Stream Properties Private Limited (‘the Second Transferor Company’) AND White Stream Trading Private Limited (‘the Second Transferee Company’) AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator in Company Scheme Petition Nos. 131 of 2011, 134 of 2011, 135 of 2011 and 136 of 2011. Mr. C.J Joy and Mr Abhijit Desai, i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions. 3 CORAM: S.C. DHARMADHIKARI, J DATE: 30th SEPTEMBER 2011 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 Composite Scheme of Amalgamation and Arrangement of Baron Properties Private Limited, the ‘First Transferor Company’ and Growth Stream Properties Private Limited, the ‘First Resulting Company’ and Nagarjuna Corporation Limited, ‘the First Transferee Company’ or ‘the Second Resulting Company’ and Nagarjuna Holdings Private Limited, the ‘First Demerged Company’ or the ‘Third Transferor Company’ and Nagarjuna Management Services Private Limited, the ‘Second Demerged Company’ or the ‘Fourth Transferor Company’ and White Stream Properties Private Limited, the ‘Second Transferor Company’ and White Stream Trading Private Limited ‘the Second Transferee Company’ and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated 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 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 therein in para 6, it appears the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit it is stated that :- “The deponent further submits that as stated in the present Scheme of Arrangement and Amalgamation between the Petitioner Companies, ‘Appointed Date’ date means the Effective Date i.e., the date on which certified copy of order of this Hon’ble High Court sanctioning the Scheme is filed with the Registrar of Companies.” 5. The Counsel appearing on behalf of the Petitioner Companies states that it is correct that Appointed Date as defined in the Scheme means the Effective Date i.e. the date on which certified copies of the Order of Bombay High Court, sanctioning the Scheme is filed with the Registrar of Companies, Maharashtra, Mumbai. 4 6. The Official Liquidator has filed his report in Company Scheme Petition No. 131 of 2011, 134 of 2011, 135 of 2011 and 136 of 2011 stating therein 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. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 131 of 2011, 134 of 2011, 135 of 2011 and 136 of 2011 filed by the Transferor Companies, is made absolute in terms of prayer clauses (a) to (d) of the respective petitions and Company Scheme Petition No. 132 of 2011, 133 of 2011 and 137 of 2011 filed by the Resulting Companies/ Transferee Companies, is made absolute in terms of prayer clauses (a) to (c) of the respective petitions. 9. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11. The Petitioner Companies in all the Company Scheme 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 No. 131 of 2011, 134 of 2011, 135 of 2011 and 136 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI, J.)