IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.504 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.309 OF 2011. Flagship Infrastructure Private Limited ..... Petitioner/the Demerged Company AND COMPANY SCHEME PETITION NO.505 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.310 OF 2011. Neopro Technologies Private Limited ..... Petitioner/the First Resulting Company AND COMPANY SCHEME PETITION NO.506 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.311 OF 2011. Flagship Developers Private Limited ….Petitioner/the Second Resulting Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between: Flagship Infrastructure Private Limited. AND Neopro Technologies Private Limited. AND Flagship Developers Private Limited AND their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner for all the Petitions. Ms.Jyotsna.Pandhi i/b Mr.H.P.Chaturvedi for Regional Director in all the Petitions. 2 CORAM : S. C. DHARMADHIKARI, J DATE : 14th OCTOBER, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read read with Sections 78 and 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between Flagship Infrastructure Private Limited, the Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders for :- (i) Demerger of SEZ Phase I of Flagship Infrastructure Private Limited, the Demerged Company into Neopro Technologies Private Limited, the First Resulting Company and (ii) Demerger of SEZ Phase II of Flagship Infrastructure Private Limited, the Demerged Company into Flagship Developers Private Limited, the Second Resulting Company. (iii) Reduction of Securities Premium Account of Flagship Infrastructure Private Limited, the Demerged Company. 3. Counsel appearing on behalf of the Petitioners submits that through oversight certain words in Clause Nos. 4.8.1, 4.9,1, 8.1, 8.4, 8.5 , 8.8 and 8.9 of the Scheme of Arrangement were remained to be added and hence it is necessary to amend the said clauses of the Scheme as per the Schedule handed in, which is taken on record and marked ”X” for identification.The Counsel further submits that the said clauses are merely clarificatory in nature and that the rights of the shareholders and creditors of the Petitioner 3 Companies will not get affected by such amendment if the said clauses are amended. Counsel for the Petitioners seeks leave of this court to amend Clause Nos. 4.8.1, 4.9,1, 8.1, 8.4, 8.5 , 8.8 and 8.9 of the Scheme in terms of the above referred Schedule. Leave to amend is granted. Amendment to be carried out within four weeks from the date of this order. 4. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the 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 thereunder. The undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that it appears that the scheme is not prejudicial to the interest of shareholders and public. 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 Scheme Petition No.304 of 2011 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.305 of 2011 filed by the First Resulting Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.306 of 2011 filed by the Second Resulting Company is made absolute in terms of prayer clauses (a) to (d). 4 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 this Order. 9. Petitioners to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with e-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai towards his cost. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. C. DHARMADHIKARI , J)