IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 290 OF 2011 CONNECTED WITH COMPANY SUMMONS APPLICATION NO. 108 OF 2011 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 Aarti Healthcare Limited And In the matter of Composite Scheme of Arrangement between Anushakti Chemicals and Drugs Limited and Spack Chemicals Private Limited and Aarti Healthcare Limited. ANUSHAKTI CHEMICALS AND DRUGS LIMITED a Company incorporated under the Companies Act, 1956 and having its Registered Office at Mayur, 8th North South Road, JVPD Scheme, Vile Parle (West), Mumbai- 400 049 ) ) ) ) ) ) ….Petitioner /Demerged Company AND COMPANY SCHEME PETITION NO. 291 OF 2011 CONNECTED WITH COMPANY SUMMONS APPLICATION NO. 109 OF 2011 SPACK CHEMICALS PRIVATE LIMITED a Company incorporated under the Companies Act, 1956 and having its Registered Office at 40 Modi Street, Dwarkadas Lane, Shop No. 3, Fort, Mumbai- 400 001 ) ) ) ) ) ) ….Petitioner /Transferor Company AND COMPANY SCHEME PETITION NO. 292 OF 2011 CONNECTED WITH COMPANY SUMMONS APPLICATION NO. 110 OF 2011 AARTI HEALTHCARE LIMITED a Company incorporated under the Companies Act, 1956 and having its Registered Office at Udyog Kshetra, 2nd Floor, Mulund-Goregaon Link Road, Mulund (West), Mumbai 400 080 ) ) ) ) ) ) …….Petitioner / Transferee/ Resulting Company Mr. Devanshu P. Desai Advocate for the Petitioners In all Petitions. Dr. T. Pandian Official Liquidator, in Company Scheme Petition No. 291 of 2011. Ms. Jyotsna Pandhi Advocate and Ms. Purnima Awasthi i/b Dr. T. C. Kaushik for Regional Director in all Petitions. CORAM: S. J. Kathawalla, J. DATE: 22nd July 2011 P.C.:- 1. Heard Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act,1956, to a Composite Scheme of Arrangement between Anushakti Chemicals and Drugs Limited, the Demerged Company and Spack Chemicals Private Limited, the Transferor Company and Aarti Healthcare Limited, the Transferee/Resulting Company. 3. The Counsel appearing on behalf of the Petitioners states that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit it appears that the Scheme is not prejudicial to the interest of the shareholders and the public. In paragraphs 6 (a) and 6(b) of the said Affidavit, it is stated that:- “6(a) Clause 22 of the scheme states that upon coming into effect of the scheme, the authorized share capital of the Transferee Company (AHL) shall, without any further act or deed, be automatically stand increased from Rs 6,00,00,000/- to Rs 31,61,51,600/-. However as stated in clause 2.3 of the scheme authorized share capital of the Transferee Company (AHL) is Rs 10,00,00,000/- and paid up capital is Rs 6,00,00,000/-. In this connection in clause 22 of the scheme the figures of Rs 6,00,00,000/- be substituted with figure Rs 10,00,00,000/- and the Transferee Company may be directed to comply with provisions of Section 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.” “6(b) As per clause 24.1 of the scheme the name of the Transferee Company is proposed to be changed from “Aarti Healthcare Limited” to “ Anushakti Chemicals and Drugs Limited” and as per clause 24.2 of the scheme the name of the Demerged Company is proposed to be changed from “Anushakti Chemicals and Drugs Limited” to “Anushakti Holdings Limited”. In this connection Transferee Company (AHL) and Demerged Company (ACDL) may be directed to comply with the provisions of Section 21/23 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 system of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. As far as the objection raised by the Regional Director in paragraph 6 (a) of the said Affidavit is concerned, Petitioners through their counsel undertake that they will comply with the provisions of Section 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 undertaking is accepted. 6. So far as the objection raised by the Regional Director in paragraph 6 (b) of the said Affidavit is concerned, Petitioners through their counsel undertake that they will comply with the provisions of Section 21/23 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies and that the proposed new name will be allowed subject to availability of the same, by the Registrar of the Companies. The undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 291 of 2011 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. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions Nos. 290 of 2011 filed by the Demerged Company and Company Scheme Petition No. 291 of 2011 filed by the Transferor Company and Company Scheme Petition No. 292 of 2011 by the Resulting/Transferee Company are made absolute in terms of prayers (a) to (i) of the respective Petitions. 10. The Transferee/Resulting 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. 11. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director and the Petitioner in Company Scheme Petition No. 291 of 2011 to pay a sum of Rs. 10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.)