-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.370 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.438 OF 2008 In the matter of Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act; And In the matter of Amalgamation of Centaur Chemicals Private Limited (Transferor Company) WITH Centaur Pharmaceuticals Private Limited (Transferee Company) Centaur Chemicals Private Limited ... Petitioner (Transferor Company) AND COMPANY PETITION NO.371 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.439 OF 2008 Centaur Pharmaceuticals Private Limited .. Petitioner -: 2 :- (Transferee Company) Mr.Sandeep A. Bhagwat, Advocate for the Petitioner Mr.C.J.Joy i/b. Mr.S.K.Mohopatra for Regional Director in both Petitions. Mr.S.Ramakantha, Dy. Official Liquidator in C.P. No.370 of 2008. CORAM : S.A.BOBDE, J. DATE : 8th August, 2008. P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Centaur Chemicals Pvt. Ltd. with Centaur Pharmaceuticals Pvt. Ltd. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. -: 3 :- 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. The Official Liquidator has filed report in Company Petition No.370 of 2008 stating 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. Upon perusal of the entire material placed 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 has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.370 of 2008 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (k) and Company Petition No.371 of 2008 filed by the -: 4 :- Transferee Company is made absolute in terms of prayer clauses (a) to (k). 8. The Petitioner Company to lodge a copy of this order and the Scheme 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 certified copy and/or an authenticated copy of the Order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petition No.371 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.7,500/- towards the cost. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.A. BOBDE, J.)