IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.763 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.887 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of John Deere Equipment Private Limited, And In the matter of the Scheme of Amalgamation of John Deere Equipment Private Limited into John Deere India Private Limited, John Deere Equipment Private Limited …… Petitioner/Transferor Company With COMPANY PETITION NO.764 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.888 OF 2009 John Deere India Private Limited …...Petitioner/Transferee Company Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates for the Petitioners. Mr. C. J. Joy i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions 1 Mr. P. Ramarao Official Liquidator in C.P. No.763 of 2009 CORAM: Dr. D.Y. Chandrachud J Dated : 27th November, 2009 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of John Deere Equipment Private Limited, the Transferor Company into John Deere India Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the 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 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. 2 5. The Official Liquidator has filed a report in Company Petition No.763 of 2009 stating that affairs of the Transferor Company have been conducted in proper manner and that Transferor Company may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Petition No.763 of 2009 and the Company Petition No.764 of 2009 filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clause (a) respectively. 8. The Transferor Company to lodge an authenticated 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. 9. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Petition No.763 3 of 2009 to pay to the Official Liquidator a sum of Rs.7500/- towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud J.) 4