- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.163 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.107 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Novel Agro Products Pvt. Ltd. with Devashree Foods Pvt. Ltd. Novel Agro Products Pvt. Ltd. …Petitioner (First Transferor Company) Mr. Ramesh Saraogi, Advocate for Petitioner Dr. T. Pandian, Official Liquidator, present in C.S.P. No.163 of 2011 Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director CORAM : S. J. VAZIFDAR J. DATE : 6th May, 2011 PC. : 1.] Heard Advocate for party. 2.] The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Novel Agro Products Pvt. Ltd. with Devashree Foods Pvt. Ltd. 3] The Advocate for the Petitioner submit that the Petitioner Company is a wholly owned subsidiary of Devashree Foods Pvt. Ltd., the Transferee Company and that by order passed by this Court on - 2 - dated 11th February, 2011, the filing of separate Company Summons for Direction and Company Scheme Petition by Devashree Foods Pvt. Ltd., the Transferee Company was dispensed with. 4] The Advocate appearing on behalf of the Petitioner has stated that the Petitioner have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 5] The Regional Director has filed Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the Shareholders and public. 6] The Official Liquidator has filed report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7] From the 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, Company Scheme Petition is made absolute in terms of prayer clause (a) to (j). 9] The Petitioner to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of - 3 - adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10] The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11] Filing and issuance of the drawn up Order is dispensed with. 12] All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. J. Vazifdar J.)