CP No.55 of 2011 IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P.No.55 of 2011 connected with C.P.No.9 of 2011 Date of decision: October 14, 2011 In the matter of Scheme of Arrangement for Amalgamation of : Aradhna Soft Drinks Company …Petitioner No.1/Transferor No.1- Company Aradhna Snack Foods Company …Petitioner No.2/Transferor No.2- Company WITH Pepsico India Holdings Private Limited …Petitioner No.3/Transferee Company CORAM: HON’BLE MR. JUSTICE AJAY KUMAR MITTAL Present: Mr. L.M.Suri, Sr. Advocate with Mr. Rohit Khanna, Advocate for the petitioners. 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 for sanction of the scheme of Amalgamation (hereinafter referred to be as ‘the Scheme’ between M/s 1 CP No.55 of 2011 Aradhna Soft Drinks Company (Transferor Company No.1), M/s Aradhna Snack Foods Company (Transferor Company No.2) with M/s Pepsico India Holdings Pvt. Limited (Transferee Company). 2. Both the transferor companies were incorporated in the State of Haryana on 18.3.1994. The registered offices of the said companies are situated at 3-B, DLF Corporate Park, S-Block, Qutab enclave, Phase III, Gurgaon 122022. The main objects of the transferor companies are detailed in the Memorandum and Articles of Association, annexed as Annexures P.2 and P.3 respectively. The authorized, issued, subscribed and paid up capital of petitioner Company No.1 as on 30.10.2010 is as under:- Aradhna Soft Drinks Compay Authorized Share Capital Amount (in Rs.) 90,000 equity shares of Rs.10 each 54,00,00,000/- and 5,39,10,000 preference shares of Rs.10/- each. Total 54,00,00,000/- Issued, Subscribed and Paid up 90,000 equity shares of Rs.10 each 9,00,000/- 5,39,10,000 preference shares of Rs.10/- each 53,91,00,000/- Total 54,00,00,000/- 3. The authorized, issued, subscribed and paid up capital of petitioner Company No.2 as on 30.10.2010 is as under:- Aradhna Snack Foods Company Authorized Share Capital Amount (in Rs.) 2 CP No.55 of 2011 1,00,00,000 equity shares of Rs.10 each 10,00,00,000/- Issued, Subscribed and Paid up 4,90,000 equity shares of Rs.10 each 49,00,000/- 4. Petitioner No.3 (Transferee Company No.3) 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 122022. The authorized, issued, subscribed and paid up capital of petitioner No.3 as on 30.10.2010 is as under:- Pepsico India Holdings Private Limited Authorized Share Capital Amount (in Rs.) 250,00,00,000 equity shares of Rs.10 each 2500,00,00,000/- Issued, Subscribed and Paid up 127,16,10,527 equity shares of Rs.10 each 1271,61,05,270/- 5. The main objects of the Petitioner Company No.3 (Transferee Company) are detailed in Memorandum and Articles of Association, appended as Annexure P.1. 6. The Board of Directors in its meeting held on 9.12.2010 of Transferor Company No.1, on 8.12.2010 of Transferor Company No.2 and on 9.12.2010 of the Transferee Company considered and approved the scheme of Amalgamation of the said companies. 7. Meetings of the equity share holders, secured creditors and unsecured creditors of the petitioner-companies were dispensed with in terms 3 CP No.55 of 2011 of order dated 31.1.2011 passed by this Court in first motion petition filed by the Transferor and Transferee Companies being CP No.9 of 2011. Accordingly, vide said order, the first motion petition was disposed of with liberty to the petitioners to file second motion petition. Thereupon, the present petition has been filed. 8. 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”, Dainik Bhaskar (Hindi) and Official Gazette of the State of Haryana. 9. Counsel for the companies has filed the affidavit of Sh.Jaya Nagpal, Authorized Signatory alongwith the copies of the newspaper cuttings and Official Gazette. The Regional Director, Ministry of Corporate Affairs, Noida has filed an affidavit under section 394A of the Companies Act, 1956 wherein it has been specifically stated that the Central Government has no objection to the proposed scheme of amalgamation and the case may be decided on merits by the Court. However, the Official Liquidator in his affidavit has stated in para 4 that the accounts of the company were audited by the Chartered Accountant Firm M/s Navneet and Company wherein it has been stated that for the years 2005-06 to 2007-08, there were losses incurred during the normal course of business. However, in the subsequent year 2009- 10, the company had earned profits. Further in para 5 of the said affidavit, it has also been stated that the affairs of the transferor companies M/s Aradhna Soft Drink Company and M/s Aradhna Snack Food Company have not been conducted in any manner which are prejudicial to the interest of its members, creditors or the public. 10. I have carefully examined the Scheme of Amalgamation of Transferor Company No.1, Transferor Company No.2 with Petitioner 4 CP No.55 of 2011 Company No.3 (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. 11. I, accordingly, sanction the scheme of amalgamation. The scheme shall come into operation from the effective date after the completion of the necessary formalities. Both the Transferor Companies i.e. petitioner company No.1 and petitioner company No.2 shall be dissolved without being wound up. 12. A notice of this order be published in “The Tribune” and “Dainik Bhaskar” (Hindi) and 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. 13. Let formal order of sanction of the 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. October 14, 2011 (Ajay Kumar Mittal) ‘gs’ Judge 5