1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.265 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 100 to 103 and 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) AND Nagarjuna Impex Private Limited (‘the Demerged Company’) AND Paschim Holdings Private Limited (Second Transferor Company) AND Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) AND Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) AND their respective Shareholders and Creditors VIJAYALAKSHMI INSECTICIDES & PESTICIDES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office 305, Swasthik Society, Road No. 3 Juhu Scheme, Vile Parle (w), Mumbai 400 049 ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions Coram: S. J. Vazifdar J . Date : 27th day of February , 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Applicant Company, AND UPON READING the Affidavit dated 20th day of February, 2009 of Mr. A Vyasa Maheshwara Rao, Constituted Attorney of Mr. Rama Gopala Rao, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 2 1. That the convening and holding the meeting of the Equity Shareholders of Vijayalakshmi Insecticides & Pesticides Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C3 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Class ‘A’ Equity Shareholders of Vijayalakshmi Insecticides & Pesticides Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by the sole Class ‘A’ Equity Shareholder of the Applicant Company, which is annexed as Exhibit D to the affidavit in support of the Summons for Directions. 3. That the convening and holding the meeting of the Preference Shareholders of Vijayalakshmi Insecticides & Pesticides Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement 3 embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit E to the affidavit in support of the Summons for Directions. 4. There are no Secured Creditors of the Applicant Company as mentioned in paragraph thirty three of the affidavit dated the 20th day of February 2009 of Mr. A Vyasa Maheshwara Rao, Constituted Attorney of Mr. Rama Gopala Rao, Director of the Applicant Company in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 5. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Arrangement and Amalgamation is dispensed with in view of the averment made in paragraph (34) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. 6. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider, and approve, the proposed arrangement embodied in the Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor 4 Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits F1 to F3 to the affidavit in support of the Summons for Directions. 7. That in view of the avernments made in paragraph thirty five of the affidavit in support of the summons for directions stating that the Applicant Company had passed the special resolution in the extra ordinary general meeting of the Equity Shareholders, Class ‘A’ Equity Shareholders and Preference Shareholders held on 31st day of March, 2008 and that such cancellation does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital, the procedure prescribed under Section 101 of the Companies Act, 1956 is dispensed with for Equity Shareholders, Class’ A’ Equity Shareholders and Preference Share holders. Sd/- (S. J. VAZIFDAR.J)