1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 7 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 816 OF 2010 ZIVON MARKETING SERVICES PRIVATE LIMITED …………….. Petitioner Company AND COMPANY SCHEME PETITION NO 8 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 817 OF 2010 PHL PHARMA PRIVATE LIMITED …………….. Petitioner Company In the matter of the Companies Act, 1956 (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 between Zivon Marketing Services Private Limited (‘the Transferor Company’) AND PHL Pharma Private Limited ( ‘the Transferee Company’) AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in both the Petitions. Dr. T. Pandian, Official Liquidator present in CSP No. 7 of 2011. Mrs. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH 2011 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Zivon Marketing Services Private Limited, the Transferor Company with PHL Pharma Private Limited, the Transferee Company and their respective Shareholders. 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 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 paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit it is stated that : “That the Deponent further submits that as per Clause 5.6 of the scheme, PHL Pharma shall, if necessary and to the extent required, increase or reclassify its Authorised Share Capital to facilitate issue of PHL Pharma Preference Shares under the scheme. In this connection PHL Pharma 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 Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. In so far as observations made in paragraph 6 of the Affidavit of the Regional Director, the Petitioner /Transferee Company through its Counsel 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 Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 7 of 2011 stating therein that the affairs of the Transferor Company have been 3 conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No. 7 of 2011 is made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition No. 8 of 2011 is made absolute in terms of prayer clauses (a) to (c). 9. 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. 9. 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. 7 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. 10. Filing and issuance of the drawn up order is dispensed with. 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. VAZIFDAR, J)