IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1063 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1372 OF 2008 MAX AEROSPACE & AVIATION LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO.41 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1669 OF 2008 MAX DEFENCE SYSTEMS LIMITED …………Petitioner / 1st Transferee Company. COMPANY PETITION NO.42 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1670 OF 2008 MAX DEFENCE AEROSPACE LIMITED …………Petitioner / 2nd Transferee Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Arrangement and Demerger of MAX AEROSPACE & AVIATION LIMITED with MAX DEFENCE SYSTEMS LIMITED AND MAX DEFENCE AEROSPACE LIMITED Mr. Sanjay Jain i/b M/s. Zohair & Co. and M/s. RMG Law Associates, for the Petitioners. Ms. Neeta Masurkar, S. C. Pal and D. A. Dubey i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S. J. Kathawalla, J. DATE: 28th August, 2009 PC: 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement between MAX AEROSPACE & AVIATION LIMITED, the Transferor/Demerged company and MAX DEFENCE SYSTEMS LIMITED, First Transferee-company AND MAX DEFENCE AEROSPACE LIMITED, the Second Transferee- company and the respective shareholders and creditors for:- i) the demerger of Max Defence Systems Division from the demerged Company to the First Transferee company; ii) the demerger of Max Defence Aerospace Division from the demerged Company to the Second Transferor company; iii) Various other matters consequential or other internally connected therewith including the reorganization of the Demerged Company and the Resulting companies; 2 2. 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 also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 3. The Regional Director has filed an affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 4. 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 not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and the public. 5. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.1063 of 2008, filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (C) and Company Petition Nos.41 of 2009 and 42 of 2009, filed by 3 the Transferee Companies are made absolute in terms of prayer clauses (a) to (C). 6. The Petitioners-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 30 days from the date of the order. 7. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4