IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1033 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1183 OF 2009 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Sungro Seeds Research Limited with Sungro Seeds Limited Sungro Seeds Limited ) a Company incorporated under the provisions of the ) Companies Act, 1956 and having its Registered Office ) at 19, Raj Mahal, 84, Veer Nariman Road, ) Mumbai- 400 020 ) ..Petitioner Company/ Transferee Company Ms. Deepti Nagpal, Counsel i/b M/s. Kanga and Company, Advocates for Petitioners Mr. C.J. Joy with Ms. Madhuri Taranandi i/b S.K. Mohapatra for the Regional Director. CORAM : S.J. KATHAWALLA J. DATE : 9th April 2010 P.C. 1. Heard Learned Counsels for the parties. 2 2 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Sungro Seeds Research Limited, the Transferor Company with Sungro Seeds Limited, the Transferee Company. 3. The counsel for Petitioner states that the Registered Office of Sungro Seeds Research Limited, the Transferor Company, is situated in the state of Jammu and Kashmir. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in this court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that, save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and public. 6. So far as what is stated in paragraph 6 of the said Affidavit is concerned the counsel for Petitioner has stated that Sungro Seeds Research Limited, the 3 3 Transferor Company, has filed a Petition in the High Court of Jammu and Kashmir for obtaining sanction to the Scheme of Amalgamation and the same is pending final hearing. 7. From 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, the Company Petition No. 1033 of 2009 filed by Petitioner Company is made absolute in terms of prayer Clauses (a) to (f). The Scheme is sanctioned subject to the order to be passed by the High Court of Jammu and Kashmir in the Petition filed by the Transferor Company. 9. The Petitioner Company to lodge a copy of this order 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. 10. The Petitioner Company to pay costs of Rs.7,500/- to the Regional Director, Western Region, Mumbai within four weeks from the date of the Order. 11. Filing and issuance of the drawn up order is dispensed with. 4 4 12. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S.J. KATHAWALLA J.)