IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.531 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.558 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Vardhaman Bio-Pharma & Genetics Private Limited. And In the matter of Vardhaman Health Specialities Private Limited And In the matter of the Scheme of Amalgamation of Vardhaman Bio-Pharma & Genetics Private Limited with Vardhaman Health Specialties Private Limited Vardhman Bio-Pharma & Genetics Private Limited ) A Company incorporated under the ) Companies Act, 1956 having its Registered Office ) At 25, Chanchal Smruti, Unit No. 18, Katrak Road, ) Dadar (E), Wadala, Mumbai – 400 031 ) …. Petitioner/ Transferor Company Mr. Sanjay Udeshi, Advocate for the petitioner. Mr. P. Ramarao, Official Liquidator. Mr. S. D. Bhosle i/b Mr. Mohopatra for Regional Director in the Petition. CORAM: S. J. Kathawalla J. DATE: 18th September, 2009 P. C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956, to the scheme of Amalgamation of Vardhaman Bio-Pharma & Genetics Private Limited, the Transferor Company with Vardhaman Health Specialties Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner states that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. 4. The Counsel for the Petitioner further states that the registered office of Vardhaman Health Specialties Private Limited, the Transferee Company in the proposed Scheme is situated in the state of Karnataka and that the petition filed by the said Company in the High Court of Karnataka has been allowed and the Scheme has been sanctioned. 2 5. The Regional Director has filed his Affidavit stating therein that the Scheme is not prejudicial to the interest of the Shareholders and the Public. 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. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.531 of 2009 filed by the Transferor Company is made absolute in terms of prayer clause (A) of the Petition. 9. The Transferor Company to lodge the 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. 3 10.The Petitioner in the Petition to pay cost of Rs.7,500/- each to the Regional Director and the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from today. 11.Filling and issuance of the drawn up order is dispensed with. 12.All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4