IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 723 of 2009 CONNECTED WITH COMPANY APP. NO. 388 of 2009 Bayer Pharmaceuticals Pvt. Ltd. … Petitioner/ Transferee Company WITH COMPANY PETITION NO. 724 OF 2009 CONNECTED WITH COMPANY APP. NO. 389 OF 2009 Bayer Polychem India Limited … Petitioner / Transferor Company IN THE MATTER of Scheme of Arrangement between Bayer Pharmaceuticals Private Limited And Its Members And Bayer Polychem (India) Limited And Its Members For Amalgamation of Bayer Polychem (India) Limited With Bayer Pharmaceuticals Private Limited. Mr. Ashish Kamat i/b Chitnis & Co. for the Petitioners Mr. C. J. Joy i/b Mr. S.K. Mohopatra for Regional Director. 2 CORAM: DR. D.Y. CHANDRACHUD J. DATE: 27th November, 2009 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Bayer Pharmaceuticals Private Limited and its Members and Bayer Polychem (India) Limited and its Members for Amalgamation of Bayer Polychem (India) Limited with Bayer Pharmaceuticals Private Limited. 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. 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 shareholders and public. 3 5. The Official Liquidator has filed a report in Company Petition No. 724 of 2009 stating that the affairs of the Transferor have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. From of 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 723 of 2009 and Company Petition No. 724 of 2009 are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 8. 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. 4 9. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Petition No. 724 of 2009 to pay costs of Rs. 7500 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 authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (DR. D.Y. CHANDRACHUD J.)