IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.401 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.444 OF 2009 Syngenta Seeds India private Limited………….Petitioner / Transferor Company WITH COMPANY PETITION NO.402 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.445 OF 2009 Syngenta Biosciences Private Limited…………Petitioner / Transferee Company In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: The Scheme of Amalgamation of Syngenta Seeds India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance Building, 14, J. Tata Road, Churchgate, Mumbai – 400020 and Syngenta Biosciences Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance Building, 14, J. Tata Road, Churchgate, Mumbai - 400 020. CORAM: A. M. KHANWILKAR, J DATE : 3rd July, 2009. Sanjay Jain and Abhijit Joshi i/b AZB & Partners for the Petitioner Mr. C. J. Joy, Ms. Neeta Masurkar and Mr. V. B. Tiwari i/b Mr. S. K. Mohopatra for Regional Director Mr. P. Ramarao, Official Liquidator on C.P. No.401 of 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Syngenta Seeds India Private Limited, “Transferor Company” and Syngenta Biosciences Private Limited, “Transferee Company” which provides of a merger of the Transferor Company with the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, 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 therein that the Scheme is not prejudicial to the interest of creditors and shareholders and 2 public. However in paragraph 6 of the said affidavit, it is stated that both Transferor and Transferee company are fully owned by foreign bodies and that the said companies may be directed to file a copy of scheme along with copy of order sanctioning the present scheme of amalgamation with the Reserve Bank of India within 30 days of passing of the said order. 5. Mr. A. Hariharan, authorised signatory of the Transferor Company and Mr. Jagdish Rana authorised signatory of the Transferee Company have filed their respective affidavits both dated July 3, 2009 in reply to the objection raised by the Regional Director. In the said affidavits, both the companies have given an undertaking that they will give a copy of the scheme along with a copy of the order sanctioning the present scheme of amalgamation with the Reserve Bank of India within 30 days of passing of the said order Their undertakings are accepted. 6. The Official Liquidator has filed his report in Company Petition No.401 of 2009 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. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public. 3 8. There is no objection to the Scheme, save and except as stated in paragraph 4 and 5 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition No.401 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (l), and Company Petition No.402 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (n). 9. The Petitioner Companies to lodge an authenticated copy of this order and the Scheme with the concerned Superintendent of Stamps for the purposes of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 10. The Petitioners in both the Petitions to pay cost of Rs.7,500/- each to the Regional Director. Petitioner in Company No.402 of 2009 to pay cost of Rs.7,500 to the Official Liquidator. 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, Bombay (A. M. KHANWILKAR, J.) 4