( 2 ) COMPANY Petition No. 10 of 2006 has been filed under Sections 78, 100, 391 and 393 of the Companies Act, 1956 ("the Act" for short) by the Company named Core Healthcare Limited, a company incorporated under the Act in the matter of a composite Scheme of Arrangement in the nature of compromise with the lenders and reconstruction, reorganisation of capital and demerger between Core Healthcare Limited and Nirma Limited and their respective shareholders. The petitioner-Company has prayed for the following reliefs:

" (a) The Modified Composite Scheme of Arrangement referred to in para-15 of this petition and being Annex. with this petition hereto, be sanctioned by this Hon ble Court so as to be binding on all Equity Shareholders, Class a Lenders and Class b Lenders of the Petitioner Company and on the Petitioner Company;

(b) That the Petitioner Company do within 30 days from the date of sealing of the order cause a certified copy of the order sanctioning the Scheme of Arrangement to be filed with the Registrar of Companies, Gujarat, Ahmedabad for registration and upon such certified copy of the order being so delivered, the Registrar of Companies, Gujarat, Ahmedabad be directed to consolidate all relevant files, documents, records relating to the De-merged Company maintained by him with the files, documents, records of the Resulting Company.

(c) For such incidental, consequential and supplemental orders and directions may be given as may be made in the premises as to this Hon ble Court may deem fit and proper;

(d) Costs of this petition and the order to be made thereon be provided for. " 1]. According to the petitioner-Company, the object of the petition is to obtain sanction of the Court to the composite Scheme of Arrangement in the nature of compromise with the lenders and reconstruction of Core Healthcare Limited, the petitioner demerged Company, reorganisation of capital of Nirma Limited, and demerger and transfer of undertaking (as defined in the Scheme) of Core Healthcare Limited to Nirma Limited, as modified at the meetings.

2]. The petitioner, M/s. Core Healthcare Limited, (hereafter referred to as "core" for brevity) was incorporated as a public limited company on 28th August, 1986 in the name and style of Core Parenterals Limited. The name of the company was changed to Core Healthcare Limited with effect from 17th November, 1994. It is submitted by the petitioner that as per the latest audited balance sheet as on 31st March, 2004, the authorised, issued, subscribed and paid-up share capital of Core consist of the following: share Capital as on 31. 03. 2004

Authorised: 5,00,00,000 Equity Shares of Rs. 10/- each Rs. 50,00,00,000 5,00,00,000 Preference Shares of Rs. 10/- each Rs. 50,00,00,000 total. . . Rs. 1,00,00,00,000 issued and Subscribed Fully Paid-up: 2,67, 56,676 Equity Shares of Rs. 10/- each fully Paid-up Rs. 26,75,66,760 add amount received on shares forfeited Rs. 16,000 partly Paid-up: 90,37,000 Equity Shares of Rs. 10/- each rs. 8/- paid-up Rs. 7,22,96,000 total. . Rs. 33,98,78,760 there has been no change in the issued, subscribed and paid-up capital of Core after 31st March, 2004 till the date of filing of the petition.

2. 3 The objects of Core are set out in the Memorandum of Association annexed to the petition and under the circumstances, it is not necessary to burden this judgement by referring to the main objects of the Company.

2. 4. Core is a listed public limited company engaged in the business of manufacturing and selling medical and pharmaceutical products.

2. 5 M/s. Nirma Limited (hereinafter referred to as "nirma" for brevity), the Resulting Company, was incorporated under the Act as a private limited company on 25th day of February, 1980 under the name and style of Nirma Private Limited. Pursuant to the provisions of Section 43a of the Act, the company became deemed public company with effect from 1st day of July, 1989