-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.245 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.270 OF 2008 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Monsanto Holdings Private Limited And In the matter of the Scheme of Amalgamation of Parry Monsanto Seeds Private Limited With Monsanto Holdings Private Limited Monsanto Holdings Private Limited ...PETITIONER Mr.Sumit Raghani i/b. PDS Legal for the Petitioner. Mr.S.Ramakantha, Dy. Official Liquidator present. Mr.C.J.Joy i/b. S.K.Mohapatra, for Regional Director. -: 2 :- Coram : S.A. Bobde, J. Date : 25th July, 2008. P.C. 1. Heard the Learned Counsel for the parties. 2. The sanction of the Court is sought under sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Parry Monsanto Seeds Private Limited with Monsanto Holdings Private Limited. 3. Counsel appearing on behalf of the Petitioner Company stated that they have complied with all statutory requirements as per the directions of this Hon’ble Court and they have filed necessary affidavit of compliance in the Court. Moreover, Petitioner Company also undertakes 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 Affidavit stating therein that the scheme is not prejudicial to the interest of the Shareholders, Creditors and General Public. -: 3 :- 5. Upon perusal of the entire material 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 have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as prepared is not prejudicial to the interest of shareholder and public. 6. Since the requisite statutory compliances have been fulfilled, Company Petition No.245 of 2008 filed by the Petitioner Company/Transferee Company is made absolute in terms of prayer clause (a) to (f). However the same is subject to the orders of the Hon’ble Karnataka High Court at Bangalore, in Company Petition No.20 of 2008 filed by Parry Monsanto Seeds Private Limited, the Transferor Company. 7. The Petitioner Company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from obtaining the certified copy and/or authenticated copy of the order. 8. The Petitioner to pay costs of Rs.7500/- to the -: 4 :- Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order alongwith the scheme duly authenticated by the Company Registrar. Company Judge