CP No.111 of 2011 IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P.No.111 of 2011 connected with C.P.No.75 of 2011 Date of decision: December 01, 2011 In the matter of Scheme of Arrangement for Amalgamation of : Aradhana Convenience Foods Private Limited …Transferor Company/Petitioner Company No.I PepsiCo India Holdings Pvt. Limited …Transferee Company/Petitioner Company No.II CORAM: HON’BLE MR. JUSTICE AJAY KUMAR MITTAL Present: Mr.L.M.Suri, Senior Advocate with Mr. Rohit Khanna, Advocate for the petitioner. Mr. D.P.Ojha, Official Liquidator. Ajay Kumar Mittal,J. 1. This second motion petition has been filed under Sections 391 (2) and 394 of the Companies Act, 1956 read with Rules 6, 9, 67 and 69 of the Companies (Court) Rules, 1959 for sanction of the Scheme of Arrangement for Amalgamation (hereinafter referred to be as ‘the Scheme’) between Aradhana Convenience Foods Private Limited (Transferor Company) with PepsiCo India Holdings Private Limited (Transferee Company). 2. The transferor company was incorporated under the Companies Act, 1956 (in short, “the Act”) on 7.11.2005. The registered office of the company is situated at LGF 54, World Trade 1 CP No.111 of 2011 Centre, Barakhamba Road, New Delhi. The main objects of the transferor company are detailed in the Memorandum and Articles of Association, annexed as Annexure P.2. The authorized, issued, subscribed and paid up capital of transferor company as on 30.5.2011 is as under:- Aradhna Convenience Foods Private Limited Authorized Share Capital Amount (in Rs.) 10,000 equity shares of Rs.10/- each Rs.1,00,000/- Issued, Subscribed and Paid up Capital 10,000 equity shares of Rs.10/- each Rs.1,00,000/- 3. Petitioner (Transferee Company) was incorporated on 28.1.1994. The registered office of the company is situated at 3-B, DLF Corporate Park, S-Block, Qutab enclave, Phase III, Gurgaon 122002. The authorized, issued, subscribed and paid up capital of petitioner transferee company as on 30.5.2011 as under:- Pepsico India Holdings Private Limited Authorized Share Capital Amount (in Rs.) 250,00,00,000 equity shares of Rs.10/- each Rs.2500,00,00,000/- Issued, Subscribed and Paid up 130,12,42,444 equity shares of Rs.10/- each Rs.1301,24,24,440/- 4. The main objects of the Transferee Company are detailed in Memorandum and Articles of Association, appended as Annexure P.1. 2 CP No.111 of 2011 5. The Board of Directors of the Transferor Company and the Transferee Company considered and approved the scheme of Amalgamation in their respective meetings held on 11.2.2011. 6. Since the registered office of the transferor company is situated within the jurisdiction of the Delhi High Court, CP No.174 of 2011 was filed in the Delhi High Court seeking necessary sanction for approval of the scheme of arrangement which was allowed vide order dated 6.9.2011. A true copy of the same has been filed by the counsel for the petitioner. The Transferee Company filed First Motion Petition being CP No.75 of 2011 in this Court and in terms of order dated 20.5.2011, Annexure P.16 passed by this Court, the First Motion Petition was disposed of with liberty to file the Second Motion Petition. Thereupon, the present petition has been filed by both the petitioner-companies. 7. Notice of this petition was issued to the Regional Director, Ministry of Corporate Affairs, Noida and the Official Liquidator. Notice was also directed to be published in two newspapers namely “The Tribune” (English) and “Dainik Tribune (Vernacular)” and also in the Official Gazette of the State of Haryana. 8. Counsel for the petitioner-company filed the affidavit of Sh.Jaya Nagpal, Authorised signatory alongwith the copies of newspaper cuttings and Official Gazette. The report of the Official Liquidator alongwith report of the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida under Section 394-A of the Act has been filed. No objection has been raised by both of them to the proposed scheme. 3 CP No.111 of 2011 9. I have carefully examined the Scheme of Amalgamation of Transferor Company with Transferee Company. I am of the opinion that the Scheme will be in the best interest of the share holders, creditors and all concerned. The Scheme is also not against the public interest and is fair, reasonable and practical. No person has objected to the sanction of the Scheme after notice was published in the newspapers and Official Gazette of Haryana Government. 10. I, accordingly, sanction the scheme of amalgamation. The scheme shall come into operation from the effective date after the completion of the necessary formalities. 11. A notice of this order be published in “The Tribune” (English) and “Dainik Tribune (Vernacular)” and also in the Official Gazette of the State of Haryana within 30 days of receipt of certified copy thereof. Any person interested shall be at liberty to approach this Court in the above matter for any direction that may be necessary. 12. Let formal order of sanction of scheme of amalgamation be drawn in accordance with law and the certified copy of the same shall be filed with the Registrar of the Company within 30 days after receipt of the same. Disposed of accordingly. December 01, 2011 (Ajay Kumar Mittal) ‘gs’ Judge 4