1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 752 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 764 OF 2010 In the Matter of Companies Act 1 of 1956; And In the Matter of sections 391 to 394 of the Companies Act 1956; And In the matter of the Scheme of Amalgamation of Hexal Pharma Private Limited and Sandoz Private Limited Hexal Pharma Private Limited, a ) company incorporated under the ) provisions of the Companies Act, ) 1956, having its Registered office ) at MIDC, Plot No.8-A/2, 8-B, TTC ) Industrial Area, Kalwe Block, Village ) Dighe, Navi Mumbai 400708, ) Maharashtra ) …Petitioner Company Mr Devesh Juvekar i/b Khaitan & Co Advocate for the Petitioner Ms Soma Singh i/b Mr H. P. Chaturvedi for Regional Director Dr. T Pandian, Official Liquidator, present. CORAM: S. J. VAZIFDAR J. DATE: 25th March 2011 P. C: 1. Heard learned counsel for the parties. 2 2. The Sanction of the court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Hexal Pharma Private Limited, the Transferor Company with Sandoz Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per the directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. The Undertaking is accepted. 4. The counsel further states that the Petitioner is a wholly owned subsidiary of the Transferee Company and view of the order passed by this Court in Company Summons for Direction No. 764 of 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with by this Court. 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. The Official Liquidator has filed its report stating therein that the affairs of the Transferor Company have been conducted in a 3 proper manner and that the Transferee Company may be ordered to be dissolved. 7. 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 has come forward to oppose the scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.752 of 2010 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (g). 9. The Transferee Company to lodge a copy of the order and the scheme, duly authenticated by the Company Registrar, High Court, 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 the order. 10. The Petitioner to pay costs of Rs 10,000/- to the Regional Director. Costs to be paid within four weeks from today. 11. The Petitioner to pay costs of Rs 10,000/- to the Official Liquidator, High Court, Bombay costs to be paid within four weeks from today. 4 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act as on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)