1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 469 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 489 OF 2010 MEDLEY LABORATORIES PRIVATE LIMITED ….Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO. 470 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 490 OF 2010 MEDLEY PHARMACEUTICALS LIMITED …..Petitioner / Transferee Company In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Section 100 of the Companies Act, 1956; In the matter of Scheme of Arrangement between Medley Laboratories Private Limited (“Transferor Company”) And Medley Pharmaceuticals Limited (“Transferee Company”) And their respective shareholders. Mr. Hemant Sethi i /b. Hemant Sethi & Co., Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition No.469 of 2010. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director in both the petitions. 2 CORAM: S.J. KATHAWALLA J. DATE: 15TH OCTOBER , 2010 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Section 100 of the Companies Act, 1956 to the Scheme of Arrangement between Medley Laboratories Private Limited (“Transferor Company”) and Medley Pharmaceuticals Limited (“Transferee Company”) and their respective shareholders for the amalgamation of Medley Laboratories Private Limited with Medley Pharmaceuticals Limited and cancellation / reduction of share capital of Medley Pharmaceuticals Limited as more particularly set out in the Scheme. 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 Official Liquidator has filed a report in Company Scheme Petition No. 469 of 2010 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. 3 5. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and the public. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled; the Company Scheme Petition No. 469 of 2010 filed by the Transferor Company is made absolute in terms of prayer clause (a) to (h) and the Company Scheme Petition No. 470 of 2010 filed by the Transferee Company is made absolute in terms of prayer clause (a) to (g). 8. 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 order. 9. The Petitioners in the Company Scheme Petitions No. 469 of 2010 and 470 of 2010 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No 469 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 4 11. 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. KATHAWALLA.J)