IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 24 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1274 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of Fem Care Pharma Limited With Dabur India Limited And Their Respective Shareholders FEM CARE PHARMA LIMITED …………Petitioner / Transferor Company Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. C. J. Joy with Mr. Zuberdada i/b Mr. S. K. Mohapatra for Regional Director. Mr. P. Ramarao, Official Liquidator present. CORAM: S. J. Kathawalla J. DATE: 7th May, 2010 PC: 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 Fem Care Pharma Limited with Dabur India Limited and their Respective Shareholders. 3. The Counsel for the Petitioner states that the registered office of Dabur India Limited, the Transferee Company is in the state of New Delhi and that the Delhi High Court has already sanctioned the present Scheme of Amalgamation by an order dated 19th April, 2010. 4. Counsel appearing on behalf of the Petitioner has stated that it has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director, Western Region, Ministry of Corporate Affairs has filed an affidavit in the above Petition stating that the scheme does not appear to be prejudicial to the interest of the shareholders and the public. 3 6. The Official Liquidator has filed his report 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. 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 any public policy. None of the parties concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme is made absolute in terms of prayer clauses (a) to (d) of the Petition. 9. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioner to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and to the Official 4 Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)