1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.48 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.771 OF 2010 MIDAS PHARMASEC LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.49 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.772 OF 2010 YEW INVESTMENT PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.50 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.773 OF 2010 FERVENT PHARMA SYNERGIES LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MIDAS PHARMASEC LIMITED and YEW INVESTMENT PRIVATE LIMITED With FERVENT PHARMA SYNERGIES LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioners in all Petitions Dr. T. Pandian, Official Liquidator, present in CSP Nos. 48 2011 and 49 of 2011 2 Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM : S. J. VAZIFDAR, J. DATE : 6th May, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of MIDAS PHARMASEC LIMITED, “the First Transferor Company” and YEW INVESTMENT PRIVATE LIMITED, “the Second Transferor Company” with FERVENT PHARMA SYNERGIES LIMITED, “the Transferee Company” and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have 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 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) to 6 (d) of the said affidavit, it appears that the 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 (a) to 6 (d) of the affidavit of the Regional Director in which it is stated that: “ 6. That the Deponent respectfully submits that :- (a)The Second Transferor Company is a Non Banking Finance Company, hence the Second Transferor Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the RBI. (b) As per clause 10.3 of the scheme, if necessary, the Transferee Company shall before allotment of the equity shares in terms of the scheme, increase its authorised share capital by creation of at least such number of equity shares of Rs. 10/- each as may be necessary to satisfy its obligation under the scheme. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (c)The shares of the First Transferor Company are listed on Bombay Stock Exchange Ltd., (BSE) and furnish No Objection letter dated 03/11/2010 from, BSE. However it is submitted that the first transferor company which is a listed company is being merged with an unlisted public limited company has to comply with the terms and conditions of BSE’s letter dated 03/11/2010 and SEBI Guideline/ Regulations in this regard. (d) As per clause 10.9 of the scheme, new equity shares of the Transferee Company issued in terms of the scheme shall, be listed / admitted to trading on BSE. In this connection it is respectively 4 submitted that after merger of the First Transferor Company which is listed a company with the Transferee Company, all the shares of the Transferee Company should also get listed with BSE.” 5. So far as paragraph 6(a) of the Regional Director’s Affidavit is concerned, the Counsel appearing on behalf of the Petitioner Company undertakes to file a copy of the scheme copy of the order with Reserve Bank of India within 30 days from the date of the order. The undertaking is accepted. 6. So far as paragraph 6(b) of the Regional Director’s Affidavit is concerned, the Counsel appearing on behalf of the Transferee Company undertakes to comply with the provisions of Sections 94/97 read with Schedule X of the companies Act, 1956, in respect of filing of necessary forms with the Registrar of Com- panies after payment of necessary filing fees and stamp duty as applicable on the said forms, if the Authorised Capital has to be increased. The undertaking is accepted 7. So far as paragraph 6(c) of the Regional Director’s Affidavit is concerned, the Counsel appearing on behalf of the Transferee Company undertakes to comply with the terms and condition of BSE’s letter dated 03/11/2010 and SEBI guideline/ regulations. The undertaking is accepted 8. So far as paragraph 6(d) of the Regional Director’s Affidavit is concerned, the Counsel appearing on behalf of the Transferee Company undertakes that after merger of the First Transferor Company which is a listed Company with the Transferee Company, all the shares of the Transferee Company will be lis- ted with the Bombay Stock Exchange. The undertaking is accepted 5 9. The Official Liquidator has filed his report in Company Scheme Petition Nos.48 of 2011 and 49 of 2011 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. 10. From the material placed 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. 11. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos.48 2011 and 49 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) of the respective Petitions and the Company Scheme Petition No. 50 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (j). 12. 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 the or- der. 13. The Petitioners in the Company Scheme Petitions Nos.48 of 2011, 49 of 2011 and 50 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos.48 of 2011 and 49 of 2011 to pay costs of Rs.10,000/- each to the Official 6 Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. VAZIFDAR, J.)