IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.365 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.195 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Parle Sales Services Private Limited with Parle Agro Private Limited PARLE AGRO PRIVATE LIMITED, ) A Company incorporated under ) Companies Act, 1956, having its Office ) at the Western Express Highway, ) Andheri (East), Mumbai – 400 099, ) in the State of Maharashtra. ) …Petitioner/Transferee Company Ms. Janhvi Durve i/b by M/s. K Ashar & Co. for the Petitioner Mr. C. J. Joy and Ms. Anamika Malhotra i/b S. K. Mohapatra for the Regional Director CORAM : A. M. Khanwilkar J DATE : 17th October, 2008 P.C.: 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of The Companies Act, 1956 to a Scheme of Arrangement between Parle Agro Private Limited and Parle Sales Private Limited for amalgamation of Parle Sales Services Private Limited with Parle Agro Private Limited. 3. The Company Petition No.365 of 2008 has been filed by Parle Agro Private Limited, the Transferee Company. Counsel for the Petitioner/Transferee Company submits that the Registered Office of the Transferor Company is situate at Ahmedabad in the State of Gujarat and that the Petition filed by the Transferor Company is pending for hearing and final disposal before the High Court of Gujarat at Ahmedabad. Hence the sanction of this Hon’ble Court is sought subject to the order of the Gujarat High Court in Company Petition No.81 of 2008 filed by the Transferor Company in the High Court of Gujarat at Ahmedabad. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all the requirements as per directions of this Court and has filed necessary affidavit of compliance in the Court. Petitioner Company also undertakes to comply with all the other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 5. The Regional Director has filed affidavit in this Hon’ble Court and has stated that the said Scheme is not prejudicial to the interest of the Creditors and Shareholders. However, in paragraph 6 of the said Affidavit, the Regional 2 Director has stated that there is no mention in the scheme whether the Petitioner/ Transferee Company has complied with the Accounting Standard No.14 issued by the Institute of Chartered Accountants of India and therefore the Transferee Company be directed to undertake that it shall comply with the Accounting Treatment as prescribed under Accounting Standard No.14. The Petitioner Company through their Counsel undertakes that the necessary disclosure requirements under the said Accounting Standard No.14 would be complied with and the same would be made in the finalised audited account of the Transferee Company for the year ended 31st March, 2009. The said undertaking is accepted. 6. 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 also not contrary to any public policy. None of the parties concerned have come forward to oppose the said Scheme. Moreover, the Regional Director has stated that the proposed scheme is not prejudicial to the interest of the Shareholders and Creditors. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.365 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f) of the Petition. The scheme is sanctioned subject to the order to be passed by the High Court of Gujarat at Ahmedabad in the Petition filed by the Transferor Company. 3 8. The Transferee Company to lodge copy of this order and the said Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the said Scheme within 30 days of obtaining the authenticated and or certified copy of this order. 9. The Petitioner Company to pay costs of Rs.7,500/- to the Regional Director within 4 weeks from the date of this order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on the copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court Bombay. COMPANY JUDGE 4