IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 268 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 105 OF 2011 Solvay Pharma India Limited … Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO. 269 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 106 OF 2011 Abbott India Limited … Petitioner /Transferee Company IN THE MATTER of Scheme of Amalgamation of Solvay Pharma India Limited with Abbott India Limited and their respective Shareholders. Mr. Janak Dwarkadas with Ms. Alpana Ghone and Ms. Kamal Sahni i/b Mr. Praveer G. Shetty Advocate for the Petitioners in both Petitions. Mr.Jimmy Avasia and Ms.Jyotsna Pandhi i/b Mr.H.P.Chaturvedi for Regional Director in both Petitions. Dr. T.Pandian, Official Liquidator present in CSP No. 268 of 2011. CORAM: S. J. KATHAWALLA J. DATE: 15th July, 2011 PC: 1. Heard learned Counsel for the Parties. 2 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Solvay Pharma India Limited, the Transferor Company with Abbott India Limited, the Transferee Company and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioner Companies 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. Moreover, the Petitioner Companies undertake 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. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that:- “6. That the Deponent further submits that, Clause 17 of the Scheme deals with change in Main Objects of the Memorandum of Association of the Transferee company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of the Memorandum of Association alongwith Form No. 21 with the Registrar of companies.” 5. With respect to the observation made by the Regional Director in paragraph 6, the Counsel for the Petitioner Company submits that the scheme itself provides for the alteration of the objects clause in the Memorandum of Association. In view of the judgment of this court in PMP Auto Industries Limited in re 1994 80 Com. Cases 289, no further compliance is required. In the event of any amendment carried out 3 pursuant to Clause 17 of the Scheme, the Transferee Company undertakes to file an amended copy of the Memorandum of Association alongwith Form 21 with the Registrar of Companies. The said undertaking is accepted. 6. The Official Liquidator has filed a report in Company Scheme Petition No. 268 of 2011 stating that the affairs of the Transferor Company has 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, Company Scheme Petition Nos. 268 of 2011 and 269 of 2011 are made absolute in terms of prayer clauses (i) to (vi) 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, 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. 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner Company in Company Scheme Petition No. 268 of 2012, to pay 4 costs of Rs. 10,000/- each, to 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. 13. It is clarified that the power to modify the scheme conferred upon the transferor, transferee and their delegates in clause 15.1 of the Scheme will be exercised only in accordance with Section 392(1)(b) of the Companies Act with the due approval of the Court. 14. There are no other objections raised by the Regional Director. 15. The latest Audited Balance Sheet as on 31.12.2010 has been filed by both the Petitioner Companies. (S. J. KATHAWALLA J.) 5 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 268 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 105 OF 2011 Solvay Pharma India Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 269 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 106 OF 2011 Abbott India Limited …Petitioner/ Transferee Company IN THE MATTER of Scheme of Amalgamation of Solvay Pharma India Limited with Abbott India Limited and their respective Shareholders. MINUTES OF THE ORDER DATED 15TH July 2011 Praveer G. Shetty Advocate for the Petitioners Kalpataru Chambers,Ground Floor, Nanaik Motwani Marg, Fort, Mumbai 400023.