1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 969 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1273 OF 2007 In the matter of Scheme of Amalgamation of NPIL HEALTHCARE PRIVATE LIMITED and NICHOLAS PIRAMAL CONSUMER PRODUCTS PRIVATE LIMITED with NICHOLAS PIRAMAL INDIA LIMITED and their respective Shareholders and Creditors. NPIL Healthcare Private Limited ……. First Transferor Company WITH COMPANY PETITION NO.970 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1274 OF 2007 Nicholas Piramal Consumer Products Private LIMITED ……. Second Transferor Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha Dy. O.L., in CP No. 969 of 2007 and 970 of 2007 Ms. Heena P. Shah Mr. D. A. Dube i/b Mr. S. K. Mohapatra for R.D. in all matters. CORAM: A.M.KHANWILKAR, J. DATE : 25th January, 2008 PC: 1.Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of NPIL HEALTHCARE PRIVATE LIMITED AND 2 NICHOLAS PIRAMAL CONSUMER PRODUCTS PRIVATE LIMITED WITH NICHOLAS PIRAMAL INDIA LIMITED and their respective Shareholders and Creditors for amalgamation of both the abovenamed Petitioner Companies with Nicholas Piramal India Limited. 3.Both the abovenamed Petitioners are Transferor Companies. No separate Petition for Nicholas Piramal India Limited, the Transferee Company is filed as per the directions of this Court dated 7th December, 2007 in above Company Application 1273 of 2007 and 1274 of 2007 in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. 4.Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, the Petitioner Companies also undertakes to comply with all statutory requirements if any, as required under the Companies Act. 5.No objections are raised by the Regional Director in their Report save and except that the in para 6 of his affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 6.The Official Liquidator in his report has mentioned about the various qualifications of the Statutory Auditors of the Petitioner Companies and has noted that the explanations given by the Company are in order and the affairs of the Transferor Companies are not conducted in a prejudicial manner. 7.The counsel of the companies inform the court that the petitioner shall comply with the provisions of law as upheld by the court’s of law. 3 8.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 nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover the Regional Director and Official Liquidator have stated that the scheme as proposed is in the interest of share holders and creditors. 9.There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 969 of 2007 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition Nos. 970 of 2007 filed by the Second Transferor Company is made absolute in terms of prayer clause (a) to (d). 10.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. 11.The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and Rs.5000/- each to the Official Liquidator. Costs to be paid within four weeks from the date of the order. 12.Filing and issuance of the drawn up order is dispensed with. 13.All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar, J.)