IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.480 OF 2008 CONNECTION WITH COMPANY APPLICATION NO.641 OF 2008 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement of Sara Lee Household and Bodycare India Private Limited with Godrej Sara Lee Limited and their respective shareholders. Sara Lee Household and Bodycare India Private Limited. ..Petitioner AND COMPANY PETITION NO.481 OF 2008 CONNECTION WITH COMPANY APPLICATION NO.642 OF 2008 Godrej Sara Lee Limited. ..Petitioner Mr. Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha, Dy. O.L. in C.P. No.480 of 2008 Ms. Bharti Mahant i/b Mr. S. K Mohapatra for the Regional Director in both the Petitions. CORAM : A. M. KHANWILKAR J DATE: 24 TH OCTOBER 2008 P.C.: 1 Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement of Sara Lee Household and Bodycare India Private Limited with Godrej Sara Lee Limited and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has stated that the Transferee Company must comply with Accounting standard 14 (AS 14) as laid down by the Institute of Chartered Accountants. Save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. The learned counsel appearing for the Transferee undertakes that the Transferee Company shall comply with the accounting treatment as prescribed under Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India. The said undertaking is accepted 4. The Official Liquidator has filed report in Company Petition Nos.480 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner and that the transferor company may be ordered to be wound up. 2 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.480 of 2008 is made absolute in terms of prayer clause (a) and Company Petition No.481 of 2008 is made absolute in terms of prayer clause (a) & (b). 7. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 8. The Petitioners in both the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.480 of 2008 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR J) 3 4