1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 127 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 144 OF 2010 Ginde Lifesciences Private Limited ..Petitioner / Transferor Company AND COMPANY SCHEME PETITION NO. 128 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 143 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956); And In the matter of the Scheme of Amalgamation of Ginde Lifesciences Private Limited and DiagnoSearch Life Sciences Private Limited and their respective shareholders and creditors and etc. DiagnoSearch Life Sciences Private Limited ..Petitioner/Transferee Company Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for Petitioner. 2 Mr. P. Ramarao, Official Liquidator present in Company Scheme Petition No. 127 of 2010 Ms. Purnima Awasthi i/b Shri S..K. Mohapatra for the Regional Director in both the Petitions. CORAM : S. J. KATHAWALLA J. DATE: 16th APRIL 2010 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation of Ginde Lifesciences Private Limited, the Transferor Company and DiagnoSearch Life Sciences Private Limited, the Transferee Company and their respective shareholders and creditors. 3. The Counsel appearing on behalf of the Petitioner Companies states that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance 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. The undertaking is accepted. 3 4. The Regional Director has filed an affidavit in the above Petitions stating that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 127 of 2010 stating that the affairs of the Transferor Company i.e. Ginde Lifesciences Private Limited has been conducted in a proper manner and that the said company may be ordered to be dissolved. 6. 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 127 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) and Company Scheme Petition No. 128 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 8. The Petitioners 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 order. 4 9. The Petitioners in Company Scheme Petition Nos. 127 of 2010 and 128 of 2010 to pay costs of Rs. 7500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No. 127 of 2010 to pay costs of Rs. 7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S. J. KATHAWALLA J. )