1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 67 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 77 OF 2010 Serum International Limited….Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 68 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 78 OF 2010 Serum Institute of India Limited…Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Serum International Limited with Serum Institute of India Limited and their Respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator in Company Scheme Petition No 67 of 2010. Mrs. Purnima Awasthi i/b Mr. S. K. Mohapatra for Regional Director in both the petitions CORAM: S.J. KATHAWALLA J DATE: 9TH APRIL 2010 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 a Scheme of Amalgamation of Serum International Limited with Serum Institute of India Limited and their respective shareholders. 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, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No. 67 of 2010 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. 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 have come forward to oppose the Scheme. 3 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 67 of 2010 and the Company Petition No. 68 of 2010 are made absolute in terms of prayer clause (a) . 8. The Petitioner Companies 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. 9. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Scheme Petition No. 67 of 2010 to pay sum of Rs. 7500/- to the Official Liquidator. 10. 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 along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.J. KATHAWALLA J)