CP No.57 of 2011 IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P.No.57 of 2011 connected with C.P.No.11 of 2011 Date of decision: October 14, 2011 In the matter of Scheme of Arrangement for Amalgamation of : Ahmadabad Advertising & Marketing Consultants Private Limited …Transferor Company Pepsico India Holdings Private Limited …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 Ahmadabad Advertising & Marketing Consultants Private Limited (Transferor Company) with M/s Pepsico India Holdings Pvt. Limited (Transferee Company). 2. The transferor company was incorporated on 31.1.1984. The registered office of the company is situated at 306, 3rd floor, Camps Corner 1 CP No.57 of 2011 II, Opposite AUDA Garden, Prahaladnagar, Ahmedabad. 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 30.10.2010 is as under:- Ahmadabad Advertising & Marketing Consultants Private Limited Authorized Share Capital Amount (in Rs.) 1,00,000 equity shares of Rs.10 each 10,00,000/- (wrongly mentioned in the petition and the Scheme as 10,000) Issued, Subscribed and Paid up 50,000 equity shares of Rs.10 each 5,00,000/- 4. 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 30.10.2010 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 Transferee Company are detailed in Memorandum and Articles of Association, appended as Annexure P.1. 6. 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 9.12.2010. 2 CP No.57 of 2011 7. In respect of Transferor Company, the scheme of amalgamation has already been approved by the Gujarat High Court at Ahmadabad vide order dated 11.7.2011. Since registered office of the transferee company is situated within the jurisdiction of this Court, the transferee company filed first motion petition being CP No. 11 of 2011 in this Court and in terms of order dated 31.1.2011 passed by this Court, the first motion petition was disposed of with liberty to the petitioner 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. 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 petitioner-company filed the affidavit of Sh.Jaya Nagpal, Authorised signatory alongwith the copies of newspaper cuttings and Official Gazette. The Regional Director has filed no objection to the proposed scheme. 10. 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. 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. 3 CP No.57 of 2011 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 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 4