1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 257 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.149 OF 2011 Hygenic Research Institute Private Limited …Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 258 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.150 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 HRI Cosmetics (India) Private Limited having its Registered Office at B/406, Crystal Plaza, New Link Road, Andheri (West), Mumbai- 400053. AND In the matter of the Scheme of Amalgamation of – Hygenic Research Institute Private Limited with HRI Cosmetics (India) Private Limited HRI Cosmetics (India) Private Limited. …Petitioner/ Transferee Company 2 Mr. Sanjay Udeshi i/b M/s Sanjay Udeshi & Co, Advocate for the Petitioners in both Petitions. Mr. C. J. Joy i/b Mr. H. P. Chaturvedi, for the Regional Director in both Petitions Dr. T. Pandian, Official Liquidator present in C.S.P. No.257 of 2011 Coram: S. C. Dharmadhikari J. Date : 26th August, 2011 P.C.: 1. Heard Counsel for the parties. 2. The sanction of the court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Hygenic Research Institute Private Limited, the Transferor Company with HRI Cosmetics (India) Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the court. Moreover, the Petitioner Companies through their counsel undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 3 4. The Regional Director has filed an affidavit stating therein save and except stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6 of the said Affidavit it is stated that;- “ That the Deponent further submits that, as per clause 16 (B) of the scheme the name of the transferee company is proposed to be changed to “Hygenic Research Institute Private Limited” In this connection Transferee Company may be directed to comply with the provision of the section 21/23 of the Companies Act 1956 in respect of filing of necessary form with the Registrar of the Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of the Companies since under the computerized MCA 21 systems of allotting the names it is systemically not possible to reserve the name, therefore the name if available is at the timing of filing such application , shall be made available by the Registrar of the Companies. 5. As far as the content of paragraph 6 of the Affidavit of Regional Director is concerned the Transferee Company though its counsel undertakes to comply with provisions of Section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of the Companies and the proposed 4 new name will be allowed subject to availability of the same. The undertaking is accepted. 6. The Official Liquidator has filed his report 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. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, both the Petitions are made absolute in terms of prayer Clause (A) of the respective Petitions. 9. The Transferee 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 this Order. 10. Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, 5 Mumbai. The Petitioner in Company Scheme Petition No.257 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator towards his costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari J.)