1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.207 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.118 OF 2011 LASOR PHARMACEUTICALS LIMITED …TRANSFEROR COMPANY WITH COMPANY SCHEME PETITION NO.208 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.119 OF 2011 ZUVENTUS HEALTHCARE LIMITED …TRANSFEREE COMPANY In the matter of the Scheme of Amalgamation of - Lasor Pharmaceuticals Limited (the Transferor Company) with Zuventus Healthcare Limited (the Transferee Company). Ms. Alpana Ghone i/b Indrajeet Kulkarni, Advocate for Petitioners in both Petitions Dr. T. Pandian, Official Liquidator present in C.S.P. No.207 of 2011 Ms. Purnima Avasthi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 24th June 2011 PC: 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 a Scheme of Amalgamation of Lasor Pharmaceuticals Limited, the Transferor Company with Zuventus Healthcare Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they 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. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6, it appears that the scheme is not prejudicial to the interest of shareholders and the public. In paragraph 6 of the affidavit, it is stated that :- “6. That the Deponent further submits that as per clause 3 of Part III of the scheme, the final date to take effect of the scheme is 1/06/2011, which has already expired. In this connection, the Transferor and Transferee Company have passed the fresh Board Resolution dated 07/05/2010 extending the date to take effect of the scheme up to 01/09/2011. Copies of the said Board Resolution dated 07/05/2011 of the Transferor and the Transferee Company are annexed hereto and marked as Exhibit ‘D-1’ & ‘D-2’ respectively.” 3 5. So far as the objection of the Regional Director in paragraph 6 of his Affidavit is concerned, the Counsel appearing on behalf of the Petitioners has stated that both the Transferor Company and the Transferee Company have passed fresh Board Resolutions on 7th May 2011 extending the final date to take effect of the Scheme upto 1st September, 2011. The Counsel further submits that the copies of the said Board Resolutions were provided to the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, and the same have been annexed to the aforesaid Affidavit filed by the Regional Director. 6. The Official Liquidator has filed his Report in Company Scheme Petition No.207 of 2011 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor 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 have come forward to oppose the scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.207 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses 32(a) to (e) and Company Scheme Petition No.208 of 2011 filed by the 4 Transferee Company is made absolute in terms of prayer clauses 32 (a) to (e). 9. The Petitioner Companies to lodge a copy of this 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 Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in Company Scheme Petition No.207 of 2011 to pay to the Official Liquidator a sum of Rs.10,000/- towards costs. Costs to be paid within four week from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)