1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 560 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 573 OF 2010 PHL HOLDINGS PRIVATE LIMITED …………….. Petitioner Company COMPANY SCHEME PETITION NO 561 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 574 OF 2010 PGL HOLDINGS PRIVATE LIMITED …………….. Petitioner Company COMPANY SCHEME PETITION NO 562 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 575 OF 2010 PIRAMAL ENTERPRISES LIMITED …………….. Petitioner Company COMPANY SCHEME PETITION NO 563 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 576 OF 2010 PIRAMAL INTERNATIONAL PRIVATE LIMITED …………….. Petitioner Company 2 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited (The Demerged/ Transferor Company 1) AND PGL Holdings Private Limited (The Transferor Company 2) AND Piramal Enterprises Limited (The Resulting/ Transferee Company 1) AND Piramal International Private Limited (The Transferee Company 2) AND Their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all Petitions. Dr. T. Pandian, Dy. Official Liquidator present in CSP No.560 of 2010 and 561 of 2010. 3 Mr. C. J. Joy i/b Mr. S. K. Mohapatra for Regional Director in all Petitions. CORAM: S. J. KATHAWALLA , J DATE: 29th OCTOBER, 2010 1. Heard learned counsel 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 the Composite Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited and PGL Holdings Private Limited and Piramal Enterprises Limited and Piramal International Private Limited and their Respective shareholders. The Scheme comprises of the following arrangements:- (i) demerger of Non-Pharma Undertaking of PHL Holdings Private Limited into Piramal Enterprises Limited; (ii) merger of PGL Holdings Private Limited with Piramal Enterprises Limited; and (iii) merger of residual PHL Holdings Private Limited (comprising mainly of Pharmaceutical Undertaking) with Piramal International Private Limited. 4 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners through their counsel undertake 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 paragraphs 6(a), 6(b) and 6(c) of the said affidavit, the scheme does not appear to be prejudicial to the interest of the shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: (a) As per Clause 4.4 of the scheme the name of Piramal International Private Limited is proposed to be changed to “PHL Holdings Private Limited”. In this connection Piramal International Private Limited may be directed to comply with the provisions of section 20/21 of the companies act 1956 in respect of filling of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 Systems of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filling of 5 such application shall be made available by the Registrar of Companies, Mumbai. (b) Clause 4.5 of the scheme deals with change in main objects of the Memorandum of Association of the Piramal International Private Limited. In this connection, the Piramal International Private Limited may be directed to comply with the provisions of section 40 read with section 18 of the act and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies. (c) As per clause 2.2.7 (Part B), 3.2.6 (Part C) and 4.2.4 (Part D) of the scheme, the PEL, & PIPL to the extent have required increase their respective authorized share capital to facilitate issue of preference share under the scheme. In this connection the PEL, & PIPL may be directed to comply with provisions of section 94/97 read with schedule X of the Companies Act 1956, in respect of filling of necessary forms with the registrar of companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 5. With reference to paragraph 6 (a) of the Affidavit of Regional Director, the Petitioner Company undertakes to comply with the applicable provisions of the Companies Act, 1956. Further the Counsel appearing on behalf of the Petiitioner Company undertakes 6 that the new name will be approved subject to availability of the same on the MCA-21 system at the time of such application. The said undertaking is accepted. 6. In so far as observations made in paragraph 6 (b) and (c) of the Affidavit of the Regional Director, the Counsel appearing for the Petitioners on behalf of the Petitioner Companies undertake that the said Companies will comply with the requisite provisions of the Companies Act,1956. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition Nos.560 of 2010 and 561 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled: (a) Company Scheme Petition No. 560 of 2010 is made absolute in terms of prayer clauses (a) to (d); (b) Company Scheme Petition No. 561 of 2010 is made absolute in terms of prayer clauses (a) to (d); 7 (c) Company Scheme Petition No. 562 of 2010, is made absolute in terms of prayer clauses (a) to (c); and (d) Company Scheme Petition No. 563 of 2010 is made absolute in terms of prayer clauses (a) to (c). 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 order. 11.The Petitioner Companies to pay costs of Rs. 10,000/- each to the Regional Director and the Petitioner / Transferor companies in Company Scheme Petition Nos 560 of 2010 and 561 of 2010 to pay costs of Rs.10,000/- each 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 authorities concerned to act on a copy of this order along with Composite Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA J.)