IN THE HIGH COURT OF HIMACHAL PRADESH SHIMLA Company Petition No.5 of 2010. Date of decision:28.03.2011. Nitin Life Sciences Limited … …Petitioner-Transferee Company. Versus Nitin Pharmaceuticals Private Limited … …Transferor Company. Coram The Hon’ble Mr.Justice Dev Darshan Sud,J. Whether approved for reporting ?1 No. For the Petitioner: Mr.Suneet Goel, Advocate. For the Official Liquidator: Mr.Sanjeev Kuthiala, Advocate. For the Regional Director: Mr.Sandeep Sharma, Assistant Solicitor General of India. Dev Darshan Sud,J. This is a second motion petition preferred under Sections 391 to 394 of the Companies Act, 1956 read with Rules 79 to 84 and 87 of the Companies (Court) Rules, 1959. 2. The petitioner Company pleads that it has been registered under the Provisions of the Companies Act, 1956 (hereinafter referred to as the `Act’) with its registered office at village Kunj, Rampur Ghat, Road, Paonta Sahib, District Sirmaur, H.P. The objects of the Company as also Memorandum and Articles of 1 Whether the reporters of Local Papers may be allowed to see the judgement? Yes. 2 Association have been filed with this petition. By an order dated 4th May, 2010, this Court had directed:- “The scheme of amalgamation has been filed in this petition at page 101 (Annexure:L). By a resolution passed by the Board of Directors of Nitin Pharmaceutical Pvt.Ltd. on 16th November, 2009 (Annexure:K), the scheme of amalgamation has been accepted by the Board subject to its approval by the Delhi High Court. Similarly petitioner company i.e. Nitin Life Sciences Limited has also approved the scheme of amalgamation by a resolution of its Board of Directors on 11.3.2010 (Annexure:A). the petitioner company has also placed on record the approval accorded by the Delhi High Court on 28th January, 2010 to Nitin Pharmaceutical Pvt.Ltd. granting exemption from holding the meeting of the sundry creditors. The order has been filed in this petition at page-148 as Annexure:P. The petitioner seeks permission for exemption of the meeting of the secured and unsecured creditors and share holders. Along with the petition, the petitioner has filed affidavits of the sundry creditors (60 affidavits in all). Expressing their approval to the scheme of merger, the affidavits of the share holders have also been filed on the record by the Petitioner Company. Taking into consideration the affidavits which have been filed on record as also the order passed by the Delhi High Court, the prayer made by the petitioner for exemption to hold meeting of secured and unsecured creditors is granted. This petition is accordingly disposed of. 3 Permission is granted to the petitioner herein to approach this Court again for approval of the Scheme of Amalgamation in accordance with law.” 3. Petitioner has also filed an order of the Hon’ble Delhi High Court dated 13.1.2011 passed in Company Petition No.80 of 2010, titled: Nitin Pharmaceuticals Private Limited and Nitin Lifesciences Limited, wherein, in a second motion petition under Sections 391 to 394 of the Companies Act, the learned Court, after considering the objections of the Deputy Registrar of Companies who appeared for the Regional Director, held that the objections raised by the Registrar were no longer tenable. The Court, therefore, proceeded to direct:- “In my opinion, in view of the aforesaid Board Resolution, the objection raised by the Regional Director no longer survives. In any event, upon perusal of the Scheme, this Court is of the opinion that the Scheme appears to be fair and reasonable. Consequently, sanction is hereby granted to the Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956. The applicants will comply with the statutory requirements in accordance with law. The transferor company will stand dissolved without the process of winding up upon filing the certified copy of this order with the Registrar of Companies. It is, however, clarified that this order will not be construed as an order granting 4 exemption from payment of stamp duty or tax, if payable. The petition is allowed in the above terms.” 4. Adverting to the present petition, a prayer is made by the petitioner for an order under Section 394 of the Act that the Scheme of Amalgamation annexed as Annexure-L (wrongly mentioned as Annexure-G in prayer clause (a) of the prayer clause) with this petition be sanctioned and a declaration to the effect that it is binding on Nitin Pharmaceuticals Private Limited and Nitin Life Sciences Limited and also on their respective shareholders and creditors. 5. Reply affidavit has been filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, pursuant to Section 394-A of the Act. Official Liquidator has also submitted his reply affidavit wherein it has been stated that the Transferee Company `Nitin Life Sciences Limited’ would continue to exist and there would be no dissolution of the Company consequent to the sanction of the Scheme. In these circumstances, it is only the Transferor Company i.e. `Nitin Pharmaceuticals Private Limited’ which is being dissolved and amalgamated with the petitioner herein. 6. I have considered the record and the Scheme of Amalgamation as also the affidavit filed by the Regional Director. The copy of the judgment passed by the Hon’ble High Court of Delhi in Nitin 5 Pharmaceuticals Private Limited and Nitin Lifesciences Limited, sanctioning the same scheme as placed on the record of that case. 7. In these circumstances, this petition is allowed. Sanction is hereby granted to the Scheme of Amalgamation under Sections 391 to 394 of the Act. The petitioner will comply with all the statutory requirements in accordance with law and shall be bound by all such orders and directions issued by the High Court of Delhi or any other Court of law in India. It is clarified that this order will not be construed as an order granting exemption from payment of stamp duty or tax, if so required. This petition is disposed of in the above terms. March 28, 2011. (Dev Darshan Sud) (aks) Judge.