1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.225 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.262 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 Nagarjuna Engineering & Construction Company Private Limited …Petitioner/First Transferor Company AND COMPANY PETITION NO.226 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.263 OF 2009 Nagarjuna Impex Private Limited …Petitioner/ Demerged Company 2 AND COMPANY PETITION NO.227 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.264 OF 2009 Paschim Holdings Private Limited …Petitioner/ Second Transferor Company AND COMPANY PETITION NO.228 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.265 OF 2009 Vijayalakshmi Insecticides & Pesticides Private Limited …..Petitioner/Third Transferor Company AND COMPANY PETITION NO.229 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.266 OF 2009 Saawariyaa Properties Private Limited ……Petitioner/Resulting Company or Transferee Company Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for the Petitioners Mr. S. Ramakantha, Dy. Official Liquidator in Company Petition Nos.225 of 2009; 227 of 2009 & 228 of 2009. Ms. Bharti Mahant and Mr. P. Khosla i/b Mr. S.K Mohapatra for the Regional Director. CORAM : A. M. KHANWILKAR J DATE: 8th MAY 2009 3 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a 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 and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners 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. 4. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. The Official Liquidator in Company Petition Nos.225 of 2009; 227 of 2009 and 228 of 2009 has filed report stating that the affairs of the Transferor Companies has been conducted in a proper manner and that the said Transferor Companies may be ordered to be wound up. 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. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.225 of 2009 to 4 228 of 2009 are made absolute in terms of prayer clauses (a) to (d) and Company Petition No 229 of 2009 is made absolute in terms of prayer clause (a). 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this Order. 9. The Petitioners in all the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioners in Company Petition Nos. 225 of 2009; 227 of 2009 and 228 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. Costs to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 10. Petitioner to publish one common and composite notice in Free Press Journal in English and Maharashtra Times, in Marathi (both Mumbai Edition) and also in Maharashtra Government Gazette on form of minutes being registered by the Registrar of Companies, Mumbai. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order, Scheme and the form of minutes relating to Transferor / Demerged Companies duly authenticated by Company Registrar, High Court, Bombay. (A.M. KHANWILKAR J)