1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 62 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 40 OF 2008 IN THE MATTER OF SCHEME OF ARRANGEMENT AND AMALGAMATION OF NPIL Dr PHADKE PATHOLOGY LABORATORY AND INFERTILITY CENTER PRIVATE LIMITED AND RANA DIAGNOSTICS PRIVATE LIMITED WITH NPIL LABORATORIES AND DIAGNOSTICS PRIVATE LIMITED. NPIL Dr Phadke Pathology Laboratory and Infertility Centre Private Limited ……. First Transferor Company WITH COMPANY PETITION NO. 63 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 41 OF 2008 Rana Diagnostics Private Limited ……. Second Transferor Company 2 WITH COMPANY PETITION NO. 64 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 42 OF 2008 NPIL Laboratories and Diagnostics Private Limited ……… Transferee Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha Dy. O.L., in CP No. 62 of 2008 and 63 of 2008 Ms. Heena Shah and Ms. Anamika Malhotra i/b Mr.S.K.Mohapatra for R.D. in all matters. CORAM: A.M.KHANWILKAR, J. DATE : 7th March, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement and Amalgamation of NPIL Dr Phadke Pathology Laboratory and Infertility Centre Private Limited (“NPDL”) and Rana Diagnostics Private Limited (“RDPL”) with NPIL Laboratories and Diagnostics Private Limited (“NLDL”) for amalgamation of NPIL Dr Phadke Pathology Laboratory and Infertility Centre Private Limited and Rana Diagnostics Private Limited (“RDPL”) with NPIL Laboratories and Diagnostics Private Limited. 3 3. NPIL Dr Phadke Pathology Laboratory and Infertility Centre Private Limited and Rana Diagnostics Private Limited (“RDPL”) are Transferor Companies. 4. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. However, the Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act. 5. No objections are raised by the Regional Director in their Report save and except that in para 6 of his affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 6. The counsel for the Petitioner companies informs the court that the petitioner shall comply with the provisions of law as upheld by the court’s of law. 7. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover the Regional Director and Official Liquidator have stated that the scheme as proposed is in the interest of share holders and creditors. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.62 of 2008 filed by the NPIL Dr 4 Phadke Pathology Laboratory and Infertility Centre Private Limited is made absolute in terms of prayer clauses (a) to (d). Company Petition No.63 of 2008 filed by Rana Diagnostics Private Limited (“RDPL”) is made absolute in terms of prayer clause (a) to (d). Company Petition No.64 of 2008 filed by NPIL Laboratories and Diagnostics Private Limited is made absolute in terms of prayer clause (a) to (d). 9. NPIL Laboratories and Diagnostics Private Limited to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 10. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and NPIL Dr Phadke Pathology Laboratory and Infertility Centre Private Limited and Rana Diagnostics Private Limited (“RDPL”) to pay Rs.5000/- each to the Official Liquidator. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar. (A. M. Khanwilkar, J.)