IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 240 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 89 OF 2011 FRAXIS LIFE SCIENCES LIMITED …………Petitioner / Transferor Company AND COMPANY SCHEME PETITION NO. 241 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 90 OF 2011 SEQUENT SCIENTIFIC LIMITED …………Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 100 to 103 of the Companies Act , 1956; AND In the matter of Scheme of Amalgamation of Fraxis Life Sciences Limited (‘Transferor Company’) With Sequent Scientific Limited (‘Transferee Company’) And their respective shareholders. Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Petitioners Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition No. 240 of 2011 2 Mr. C.J Joy and Ms. Soma Singh i/b H.P Chaturvedi for Regional Director in both Petitions. CORAM: S. C. DHARMADHIKARI, J. DATE: 20th August, 2011 P.C. :- 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956, to a Scheme of Amalgamation of Fraxis Life Sciences Limited with Sequent Scientific Limited, the Transferee Company and their respective shareholders. 3. The learned 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 undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. 3 5. The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the Affidavit of the Regional Director in which it is stated that: 6. “That the Deponent further submits that, the foreign shareholding/NRI interest in the Transferee Company, pre amalgamation is around 5.50%. While post-amalgamation it will be around 22.44%. In this connection Transferee Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.” 6. In response to the above observations of the Regional Director, the Transferee Company through their counsel undertakes that it will comply with FEMA/RBI regulations as applicable in this regard. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 240 of 2011 stating therein 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 by this Court. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 240 of 2011filed by the Transferor Company is made absolute in terms of prayer (a) to (d) and the Company Scheme Petition No. 241 of 2011 filed by 4 the Transferee Company is made absolute in terms of prayer clauses (a) to (d). 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), 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 this Order. 11. Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No. 240 of 2011 to pay costs of Rs.10,000 to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O. S.), Bombay. (S. C. DHARMADHIKARI, J.)