IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 980 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1179 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Duchem Laboratories Limited; AND IN THE MATTER of Scheme of Amalgamation between Duchem Laboratories Limited and Pfizer Limited. Duchem Laboratories Limited, a company ) registered under the Companies Act, 1956 ) and having its Registered Office at Pfizer ) Centre, 5 Patel Estate, Off S.V. Road, ) Jogeshwari (W), Mumbai – 400 102 )….. Petitioner /Transferor Company 2 Ms. Renuka Shetty, i/b Crawford Bayley & Co; Advocates for the Petitioner Mr. C. J. Joy, i/b Mr. S.K. Mohopatra for Regional Director. CORAM: S.J. KATHAWALLA J. DATE: 26th February, 2010 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Duchem Laboratories Limited and Pfizer Limited. 3. The abovenamed Petitioner Company is a Transferor Company. No separate Petition for sanctioning the Scheme is filed by Pfizer Limited, the Transferee Company as per the Order passed by this Court on 20th November, 2009 in Company Application No. 1179 of 2009 in view of the judgment of this Court in Mahaamba Investment Ltd. v/s IDI Limited [(2007) 105 Company Cases, page 16 to 18]. 4. Counsel appearing on behalf of the Petitioner Company 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. 3 Moreover, the Petitioner Company undertakes 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. 5. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed a report stating that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From of the entire 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 980 of 2009 is made absolute in terms of prayer clauses (a) to (f). 9. The Transferee 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. 4 10. The Petitioner to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.J. KATHAWALLA J.)