IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.897 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 995 OF 2007 In the matter of Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of a Scheme of Arrangement between Malabar Coastal Holdings Limited and Sarala Pharmaceuticals Limited and their respective Shareholders and Creditors in respect of Investment Undertaking of Malabar Coastal Holding Limited. Malabar Coastal Holdings Limited … Petitioner/ Demerged/ Transferor Company AND COMPANY PETITION NO.898 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 996 OF 2007 Sarala Pharmaceuticals Limited …Petitioner /Resulting / Transferee Company C. P NO.897 OF 2007 C. P NO.898 OF 2007 Mr. Birendra Saraf a/w Mr Chakrapani Misra and Mr Aditya Khanna i/b Khaitan & Co. for the Petitioners Mr. C. J. Joy i/b Mr S . K .Mohapatra for R. D. in all Company Petitions. CORAM : A. M. Khanwilkar, J. DATE : 29 th February, 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 Arrangement for Demerger of Malabar Coastal Holdings Limited, the Transferor Company, with Sarala Pharmaceuticals Limited, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioners has stated that the individual notices have been served upon the Creditors as per the directions of this Hon’ble Court and the Petitioners have complied with all the requirements as per the directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. However, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and Rules made thereunder. C. P. NO.897 OF 2007 C. P. NO.898 OF 2007 4. The objections raised by the Regional Director as regards the Valuation Report will have to be turned down in the light of the judgments of this Hon’ble Court in Bajaj Auto Case (Company Petition No.715 of 2007 and 716 of 2007), Nicholas Piramal (India) Ltd. (2004) 121 Comp Cas 623(Bom), and Mather and Platt (India) Ltd. (2004) Vol 119 Comp Cas 433. 5. Upon perusal of the entire material placed on records, 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 3 of the parties concerned has come forward to oppose the scheme. 6. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.897 of 2007 filed by the Transferor Company is made absolute in terms of prayers clauses (a) to (f). Company Petition No.898 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 7. The Transferee 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. C. P NO.897 OF 2007 C. P NO.898 OF 2007 8. The Petitioners in both the Company Petitions to pay Cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 4 10. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 5