IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.195 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.79 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Composite Scheme of Arrangement between Mckintosh Natural Foods Private Limited and Weikfield Products Co. (India) Private Limited and Eco Valley Farms and Foods Limited and Weikfield Foods Private Limited. Mckintosh Natural Foods Private Limited. .. Petitioner/ Transferor Company Hemant Sethi i/b by Hemant Sethi & Co. Advocates for Petitioner Mr. S. Ramakantha, Deputy Official Liquidator for Official Liquidator Mr. C. J. Joy i/b S. K. Mohapatra for Regional Director. CORAM: A. S. OKA J. DATE : 11TH APRIL, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to Composite Scheme of Arrangement between Mckintosh Natural Foods Private Limited, the Transferor Company and Weikfield Products Co (India) Private Limited, the Demerged Company No.1 and Eco Valley Farms and Foods Limited, the Demerged Company No.2 and Weikfield Foods Private Limited, the Transferee/Resulting Company for Amalgamation of Mckintosh Natural Foods Private Limited with Weikfield Foods Private Limited. 3. Counsel appearing on behalf of the Petitioner Company have stated that the Petitioner Company have complied with all the requirements as per directions of this Hon'ble Court and have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed his affidavit stating therein that the Composite Scheme of Arrangement is not prejudicial to the interest of creditors and shareholders and public. 2 5. The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in proper manner and that the Petitioner/Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material on record, in my opinion 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. Moreover, both the Regional Director and the Official Liquidator have stated that the Composite Scheme of Arrangement as proposed is not prejudicial to the interest of shareholders and creditors and the public. 7. There is no objection to Composite Scheme of Arrangement and since all the requisite statutory compliances have been fulfilled the Company Petition No.195 of 2008 filed by the Petitioner/Transferor Company is made absolute in terms of prayer clause (a) to (c). 8. The Petitioner Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioner Company to pay costs of Rs.5000/- each to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 3 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. S. OKA J.) 4