1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 945 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1099 OF 2007 In the matter of Composite Scheme of Arrangement between NICHOLAS PIRAMAL INDIA LIMITED and NPIL RESEARCH AND DEVELOPMENT LIMITED and their Respective Shareholders and Creditors. Nicholas Piramal India Limited ……. Demerged Company WITH COMPANY PETITION NO.946 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1100 OF 2007 NPIL RESEARCH AND DEVELOPMENT LIMITED ……. Resulting Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. C.J. Joy and Mr. S.K. Mohapatra for R.D. in all matters. CORAM: A.M.KHANWILKAR, J. DATE : 11th January, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with 2 Sections 78 and 100 of the Companies Act, 1956 to a Composite Scheme of Arrangement between Nicholas Piramal India Limited and NPIL Research And Development Limited and their Respective Shareholders and Creditors for demerger of New Chemical Entity Research Unit of Demerged Company into Resulting Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. 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 has stated that the scheme as proposed is in the interest of share holders or creditors. 5. There is no objection to the scheme and all the requisite statutory compliances have been fulfilled. 6. In view of the above Company Petition No. 945 of 2007 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (d). Company Petition Nos. 946 of 2007 filed by the Resulting Company is made absolute in terms of prayer clause (a) to (c). 7. The Resulting Company 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. 8. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry. 3 (A. M. Khanwilkar, J.)