IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.617 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.506 OF 2009 PFL HOLDINGS PRIVATE LIMITED …Petitioner / Transferor Company AND COMPANY PETITION NO.618 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.507 OF 2009 GOA HOLDINGS (INDIA) PRIVATE LIMITED …Petitioner / Transferor Company AND COMPANY PETITION NO.619 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.508 OF 2009 PARENTERAL DRUGS (INDIA) LIMITED …Petitioner / Transferee Company 1 In the matter of the Companies Act 1 of 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of PFL HOLDINGS PRIVATE LIMITED and GOA HOLDINGS (INDIA) PRIVATE LIMITED with PARENTERAL DRUGS (INDIA) LIMITED Mr. Pradeep Sancheti with Mr. Jayesh Desai and Ms. Amrita Thakore i/b Singhi & Co. for the Petitioners. Mr. P. Ramaraju, Official Liquidator in Company Petition No.617 of 2009 and Company Petition No.618 of 2009 Mr. V.R. Prajapati & S. K. Mohapatra for Regional Director in all Company Petitions. CORAM: S. J. Kathawalla, J. DATE: October 12, 2009 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought, under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of PFL HOLDINGS PRIVATE LIMITED and GOA HOLDINGS (INDIA) PRIVATE LIMITED with PARENTERAL DRUGS (INDIA) LIMITED. 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 also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Petition No.617 of 2009 and Company Petition No.618 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper 3 manner and that the Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire 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. 7. There is no objection to the Scheme and, since all the requisite statutory compliances have been fulfilled, Company Petition No.617 of 2009 and Company Petition No.618 of 2009, filed by the Transferor Companies, namely, PFL Holdings Private Limited and Goa Holdings (India) Private Limited respectively, are made absolute in terms of prayer clauses 25(a) to 25(w) therein and Company Petition No.619 of 2009 filed by the Transferee Company, namely, Parenteral Drugs (India) Limited is made absolute in terms of prayer clauses 29(a) to 29(w) therein. 8. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioners in Company Petition 4 No.617 of 2009 and Company Petition No.618 of 2009 to pay cost of Rs.7,500/- each to the Official Liquidator. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. 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.) 5