IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.234 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.125 OF 2011 IKISAN LIMITED …Petitioner / Second Transferor Company COMPANY SCHEME PETITION NO.235 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.126 OF 2011 KAKINADA FERTILIZERS LIMITED …Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Composite Scheme of Arrangement and Amalgamation between iKisan Limited („the Second Transferor Company‟) And Kakinada Fertilizers Limited („the Transferee Company‟) And Nagarjuna Fertilizers And Chemicals Limited („the Demerged/First Transferor Company‟) And Nagarjuna Oil Refinery Limited ( „the Resulting Company‟) And their respective shareholders and creditors Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocate for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition. 234 of 2011. 2 Mr. C. J. Joy, i/b Mr. H.P Chaturvedi for Regional Director in all Petitions. CORAM: S. J. KATHAWALLA, J. DATE: 17th June, 2011 PC: 1. Heard 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 Arrangement and Amalgamation between Ikisan Limited, the Second Transferor Company and Kakinada Fertilizers Limited, the Transferee Company and Nagarjuna Fertilizers and Chemicals Limited, the Demerged/ First Transferor Company and Nagarjuna Oil Refinery Limited, the Resulting Company and their respective shareholders and creditors. 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 in paragraphs 6(a), 6(b) and 6(c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders. In paragraph 6 of the said affidavit it is stated that: “6. That the Deponent further submits that:- (a) The Registered Office of the Demerged Company (NFCL) & Resulting Company (NORL) are situated in the State of Andhra Pradesh at Hyderabad. Hence the present composite scheme of arrangement and amalgamation between the Transferor and Transferee 3 Company will be subject to condition of similar approval from Hon'ble High Court of Andhra Pradesh in respect of Demerged Company and Resulting Company. (b) The shares of the Demerged Company (NFCL) are listed with the Bombay Stock Exchange Limited and National Stock Exchange of lndia Limited. The Demerged Company (NFCL) has obtained "No Objection Certificate" from the respective Stock Exchanges. However it is submitted, that the Transferee Company is an unlisted company. Hence subsequent to merger, its shares should be listed at the respective Stock Exchanges. (c) As per clause 24 of the scheme the name of the Transferee Company (KFL) is proposed to be changed to “Nagarjuna Fertilizers and Chemicals Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. As far as the first objection in paragraph 6(a) of the Affidavit is concerned, the Counsel for the Petitioner states that the Petitions for the Demerged Company and the Resulting Company have been filed with the High Court of Andhra Pradesh at Hyderabad and the Petitions are still pending for hearing and final disposal. 4 6. So far as the second objection in paragraph 6(b) of the Affidavit is concerned, the Petitioner through their Counsel undertakes that the shares of the Transferee Company will be listed on the respective Stock Exchanges. The said Undertaking is accepted. 7. As far as the contents of paragraph 6(c) of the Affidavit is concerned, the Petitioners through their Counsel undertakes to comply with the provisions of Section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies in respect of change of name of the Transferee Company to “Nagarjuna Fertilizers and Chemicals Limited”. The Petitioner agrees that the name will be allowed subject to the availability by the Registrar of Companies at the time of filing of Application. The said undertaking is accepted. 8. The Official Liquidator has filed his report in Company Scheme Petition No.234 of 2011 stating therein that the affairs of the Second Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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 have come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.234 of 2011, filed by the Second Transferor Company, is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.235 of 2011, filed by the Transferee Company, is made absolute in terms of prayer clauses (a) to (d). The scheme is sanctioned subject to the order to be passed by the Andhra Pradesh High Court in the Petitions filed by the other companies. 5 11. 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. 12. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 234 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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.)