1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.355 OF 2008 WITH COMPANY APPLICATION NO.268 OF 2008 GM PHARMA LIMITED ..Petitioner WITH COMPANY PETITION NO.356 OF 2008 WITH COMPANY APPLICATION NO.269 OF 2008 GLENMARK GENERICS LTD. .. Petitioner Mr.Rajesh Shah i/b. Trilegal for petitioners Mr.S.Ramakantha, Dy.O.L. in C.P.No.355 of 2008 Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for R.D. in both petitions. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . 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 GM PHARMA LIMITED with GLENMARK GENERICS LTD. 3. Counsel appearing on behalf of the petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. However, petitioner company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The Official Liquidator has filed report 3 in Company Petition No.355 of 2008 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. 6. 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 not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholdes, creditors and the public and the official liquidator has stated that the affairs of the transferor company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances 4 have been fulfilled, Company Petition No.355 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No.356 of 2008 filed by the Transferee Company is made absolute in terms of prayer clause (a) to (j). 8. The petitioner companies 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. 9. The petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director in all the petitions and to the Official Liquidator by the petitioner in the Company Petition No.355 of 2008 filed by the Transferor Company. Costs to be paid within four 5 weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)