IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.257 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.968 OF 2009 DNS FINE CHEMICALS & LABORATORIES PRIVATE LIMITED ……..… Petitioner / Transferee Company AND COMPANY PETITION NO.258 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.970 OF 2009 VOLKSPLANNER MEDITECH PRIVATE LIMITED ……..… Petitioner / Transferor Company In the matter of the Companies Act (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of Volksplanner Meditech Private Limited with DNS Fine Chemicals & Laboratories Private Limited. 2 Mr. Nayan Rawal, Advocate for Petitioners. Mr. P. Ramarao, Official Liquidator present in Company Petition No. 258 of 2009. Ms. Neeta Masurkar and Mr. S. D. Bhosle i/b Mr. S.K. Mohoptar for Regional Director. CORAM: S. J. Kathawalla, J. Date: 15th January, 2010 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 the Scheme of Amalgamation of VOLKSPLANNER MEDITECH PRIVATE LIMITED, the Transferor Company with DNS FINE CHEMICALS & LABORATORIES PRIVATE, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner companies have complied with all requirements as per directions of this Court and they have filed necessary affidavits in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 3 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in Para 6 (i) and 6 (ii), that the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Paragraphs 6 (i) and 6 (ii) of the said Affidavit read as under:- 6. (i) There is no specific clause in the scheme in respect of transfer and safe guard of the employees of the Transferor Company by the Transferee Company. Hence the Petitioner companies may be directed to clarify in this regard. 6. (ii) In view of the submission made in 17.1 of the scheme, the Petitioner companies may be directed to furnish fresh Board Resolutions to extend the period up to suitable date as may be agreed by the Board of Directors of the respective Transferor and Transferee Company and scheme may be sanctioned by this Hon’ble High Court subject to furnishing of the said fresh Board Resolution by the Transferor and Transferee Company to that effect. 5. In reply to the objections raised by the Regional Director, Western Region in paragraph 6 of his Affidavit, the Transferee Company has filed an Affidavit dated 13th January, 2010., the Transferee Company has stated that there are no employees in the Transferor Company as of today and also when the scheme was formed therefore, the scheme had no specific clause in that regards. 6. So far as query raised by the Regional Director, Western Region in paragraph 6 (ii) of his Affidavit is concerned, the 4 Transferee Company in its Affidavit has stated that they have passed fresh Board Resolutions to extend the period of the scheme of Amalgamation as per Clause 17.1 of the Scheme from 31st. March 2009 to 31st. March 2010. Accordingly the scheme stands amended to the said extent. Amendment to be carried out within 4 weeks from the date of the Order. 7. The Official Liquidator has filed his report in Company Petition No. 258 of 2009 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 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 public policy. None of the parties concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 257 of 2009 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (g) of the Petition and the Company Petition No.258 of 2009 filed by the Petitioner / Transferor Company is also made absolute in the terms of prayer clause (a) to (g) of the Petition. 5 10. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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 Petitioner in both Petitions is to pay costs of Rs.7500/- to Regional Director, Western Region and the Petitioner in Company Petition No.258 of 2009 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.7500/- towards its 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 along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)