1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY PETITION NO 1056 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1267 OF 2009 Antara Agro Private Limited .....Petitioner/First Transferor Company AND COMPANY PETITION NO 1057 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1268 OF 2009 Sanjay Agri Farms Private Limited ......Petitioner/Second Transferor Company AND COMPANY PETITION NO 1058 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1269 OF 2009 Ketan Agri Farms Private Limited .......Petitioner/Third Transferor Company AND COMPANY PETITION NO 1059 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1270 OF 2009 Hargobind Agri Farms Private Limited .......Petitioner/Fourth Transferor Company AND COMPANY PETITION NO 1060 OF 2009 CONNECTED WITH 2 COMPANY APPLICATION NO 1271 OF 2009 Amardas Agri Farms Private Limited ........Petitioner/Fifth Transferor Company AND COMPANY PETITION NO 1061 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1272 OF 2009 Indrayani Agri Farms Private Limited .........Petitioner/Sixth Transferor Company AND COMPANY PETITION NO 1062 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1273 OF 2009 Finolex Infrastructure Limited ..........Petitioner/Transferee Company In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Arrangement between Antara Agro Private Limited and Sanjay Agri Farms Private Limited and Ketan Agri Farms Private Limited and Hargobind Agri Farms Private Limited and Amardas Agri Farms Private Limited and Indrayani Agri Farms Private Limited and Finolex Infrastructure Limited and their Respective Members Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. 3 Mr. P. Rama Rao, Official Liquidator in Company Petition Nos. 1056 of 2009 to 1061 of 2009. Mr. C.J Joy with Mr. Gautam Ankad i/b Mr. S. K. Mohapatra for Regional Director in all the petitions. CORAM: S.J. KATHAWALLA J DATE: 7TH MAY 2010 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 Scheme of Arrangement between Antara Agro Private Limited and Sanjay Agri Farms Private Limited and Ketan Agri Farms Private Limited and Hargobind Agri Farms Private Limited and Amardas Agri Farms Private Limited and Indrayani Agri Farms Private Limited and Finolex Infrastructure Limited and their Respective Members. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4 4. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report in Company Petition Nos. 1056 to 1061 of 2009 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Petition Nos. 1056 of 2009 to 1062 of 2009 are made absolute in terms of prayer clause (a). 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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 order. 9. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in 5 Company Scheme Petition Nos. 1059 0f 2009 to 1061 of 2009 to pay sum of Rs. 7500/- each to the Official Liquidator. 10. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.J. KATHAWALLA J)