1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.143 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.176 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 78, 100 to 103 and 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement and Amalgamation Between Chinnar Securities Private Limited (‘First Demerged Company’), And K S Raju Associates and Estates Private Limited (‘First Transferor Company’) And K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’) And KRR Holdings Private Limited (‘Third Demerged Company’) And Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) And Saveri Chemicals Private Limited (‘Third Transferor Company’) And Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) And their respective Shareholders. Chinnar Securities Private Limited. ..Petitioner/First Demerged Company AND 2 COMPANY PETITION NO.144 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.177 OF 2009 K S Raju Associates and Estates Private Limited ..Petitioner/First Transferor Company AND COMPANY PETITION NO.145 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.179 OF 2009 K S Raju and Associates Holdings Private Limited . Petitioner/Second Demerged Company AND COMPANY PETITION NO.146 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.180 OF 2009 KRR Holdings Private Limited. ..Petitioner/Third Demerged Company AND COMPANY PETITION NO.147 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.181 OF 2009 Nagarjuna Housing Development Finance Limited ..Petitioner/Second Transferor Company AND COMPANY PETITION NO.148 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.182 OF 2009 Saveri Chemicals Private Limited. ..Petitioner/ Third Transferor Company AND COMPANY PETITION NO.149 OF 2009 CONNECTED WITH 3 COMPANY APPLICATION NO.183 OF 2009 Nagarjuna Management Services Private Limited … Petitioner/Resulting Company or The Transferee Company Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for the Petitioners Mr. S Ramakantha, Dy. Official Liquidator in Company Petition Nos.144 of 2009; 147 of 2009 & 148 of 2009. Ms. S. V. Masurkar a/w Rajendra Kumar i/b Mr. S.K Mohapatra for the Regional Director. CORAM : A.M. KHANWILKAR J DATE: 8th MAY 2009 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 Chinnar Securities Private Limited (‘First Demerged Company’), And K S Raju Associates and Estates Private Limited (‘First Transferor Company’) And K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’) And KRR Holdings Private Limited (‘Third Demerged Company’) And Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) And Saveri Chemicals Private Limited (‘Third Transferor Company’) And Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) 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 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.144 of 2009; 147 of 2009 and 148 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 are made absolute in terms of prayer clauses (a) to (d). 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.144 of 2009; 147 of 2009 and 148 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. 5 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 duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J)