IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.835 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.935 OF 2009 Charak Pharmaceuticals (India) Limited. … Petitioner/ Transferor Company AND COMPANY PETITION NO.836 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.936 OF 2009 Charak Pharma Private Limited … Petitioner/ Transferee Company In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Charak Pharmaceuticals (India) Private Limited with Charak Pharma Private Limited. Ms. Deepti Nagpal, Counsel i/b Kanga & Company, Advocates for Petitioners Mr.D. A. Dubey i/b S.K. Mohpatra for the Regional Director in both the Petitions. Mr. P. Ramarao, Official Liquidator present in C.P. No. 835 of 2009. CORAM : Dr. D.Y. CHANDRACHUD J. DATE : 18th December 2009 P.C. 1. Heard Learned Counsels for the parties 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Charak Pharmaceuticals (India) Private Limited, the Transferor Company with Charak Pharma Private Limited, the Transferee Company. 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of the creditors, shareholders and public. 5. The Official Liquidator has filed his Report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. From 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the creditors, shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 835 of 2009 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (f) and the Company Petition No. 836 of 2009 filed by Transferee Company is made absolute in terms of prayers ( a) to (e). 8. The Transferee Company to lodge copy of this order with the Registrar of Companies, Maharashtra, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order: 9. The Petitioners in both the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition No. 835 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from the date of the Order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (Dr. D.Y. Chandrachud J.)