IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 1 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1120 OF 2009 Ciba India Limited …Petitioner/Transferor Company No.1 WITH COMPANY SCHEME PETITION NO. 2 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1122 OF 2009 Diamond Dye-Chem Limited … Petitioner /Transferor Company No.3 WITH COMPANY SCHEME PETITION NO. 3 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1121 OF 2009 CIBA Research (India) Private Limited … Petitioner /Transferor Company No.2 WITH COMPANY SCHEME PETITION NO. 4 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1119 OF 2009 BASF India Limited ... Petitioner /Transferee Company 2 IN THE MATTER of Scheme of Amalgamation of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited. Mr. Virag Tulzapurkar Senior Counsel with Mr. Shailesh Mendon i/b Chitnis & Co. Advocates for the Petitioners Mr. C. J. Joy i/b Mr. S.K. Mohopatra for Regional Director. Mr. P. Ramarao, Official Liquidator present in CSP Nos. 1 of 2010 to 3 of 2010 CORAM: S. J. KATHAWALLA J. DATE: 26th February, 2010 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 a Scheme of Amalgamation of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited. 3 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 save and except as stated in paragraph 6 (i) & (ii), the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraphs 6 (i) and (ii) of the said Affidavit read as under:- “6. (i) The Second Transferor Company has 100% foreign holding. For allotment of shares by the Transferee Company to the shareholders of the Second Transferor Company, the Transferee Company may be directed to comply with RBI/FEMA Regulations as applicable in this regard (ii) The Transferee Company shall comply with the condition stipulated by Bombay Stock Exchange Limited vide its letter dated 30/09/2009 in respect of the present scheme of amalgamation.” 5. The Counsel for the Petitioners submits that the Transferee Company undertakes to comply with the relevant provisions of the RBI/FEMA Regulations in regard to allotment of shares by the Transferee Company to 4 the shareholders of the Second Transferor Company and that the Transferee Company also undertakes to comply with the condition stipulated by the Bombay Stock Exchange Limited in its letter dated 30/09/2009. The said undertakings are accepted. 6. The Official Liquidator has filed a report in Company Scheme Petitions Nos. 1, 2 and 3 of 2010 stating that the affairs of the Petitioner Companies have been conducted in a proper manner and that the Petitioner Companies may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 1 of 2010, 2 of 2010, 3 of 2010 and 4 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions. 9. 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 5 stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai. The Petitioner Companies in Company Scheme Petition Nos. 1, 2, & 3 of 2010, to pay costs of Rs.7500/- each, to the Official Liquidator, High Court, Bombay. 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 alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)