CP No.112 of 2011 IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P.No.112 of 2011 connected with C.P.No.90 of 2011 Date of decision: December 01, 2011 In the matter of Scheme of Arrangement for Amalgamation of : Pepsi Foods Private Limited …Transferor Company/Petitioner Company No.I PepsiCo India Holdings Pvt. Limited …Transferee Company/Petitioner Company No.II CORAM: HON’BLE MR. JUSTICE AJAY KUMAR MITTAL Present: Mr.L.M.Suri, Senior Advocate with Mr. Rohit Khanna, Advocate for the petitioner. 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 read with Rules 6, 9, 67 and 69 of the Companies (Court) Rules, 1959 for sanction of the Scheme of Arrangement for Amalgamation (hereinafter referred to be as ‘the Scheme’) between Pepsi Foods Private Limited (Transferor Company) with PepsiCo India Holdings Private Limited (Transferee Company). 2. The transferor company was incorporated under the Companies Act, 1956 (in short, “the Act”) on 24.2.1989. The 1 CP No.112 of 2011 registered office of the company is situated at Village Channo, Patiala Sangrur Road, PO Bhavanigarh, District Sangrur-148026, Punjab. 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 30.5.2011 is as under:- Pepsi Foods Private Limited Authorized Share Capital Amount (in Rs.) 20,00,00,000 equity shares of Rs.10/- Rs.200,00,00,000/- Issued, Subscribed and Paid up Capital 18,54,06,092 equity shares of Rs.10/- each Rs.185,40,60,920/- 3. 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 30.5.2011 as under:- Pepsico India Holdings Private Limited Authorized Share Capital Amount (in Rs.) 250,00,00,000 equity shares of Rs.10 each Rs.2500,00,00,000 Issued, Subscribed and Paid up 1301242444 equity shares of Rs.10/- each Rs.1301,24,24,440/- 4. The main objects of the Transferee Company are detailed in Memorandum and Articles of Association, appended as Annexure P.3. 2 CP No.112 of 2011 5. 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 30.5.2011. 6. Both the petitioner-companies filed First Motion Petition being CP No.90 of 2011 in this Court and in terms of order dated 15.7.2011, Annexure P.20 passed by this Court, the First Motion Petition was disposed of with liberty to file the Second Motion Petition. Thereupon, the present petition has been filed by both the petitioner-companies. 7. 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” (English) and “Dainik Tribune (Vernacular)” and also in the Official Gazettes of the States of Punjab and Haryana. 8. Counsel for the petitioner-company filed the affidavit of Sh.Jaya Nagpal, Authorised signatory alongwith the copies of newspaper cuttings and Official Gazettes. The Official Liquidator and the Regional Director have filed no objection to the proposed scheme. 9. 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 3 CP No.112 of 2011 the newspapers and Official Gazettes of the States of Punjab and Haryana. 10. I, accordingly, sanction the scheme of amalgamation. The scheme shall come into operation from the effective date after the completion of the necessary formalities. The transferor company shall stand dissolved without being wound up. 11. A notice of this order be published in “The Tribune” (English) and “Dainik Tribune (Vernacular)” and also in the Official Gazettes of the States of Punjab and 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. 12. 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. December 01, 2011 (Ajay Kumar Mittal) ‘gs’ Judge 4 CP No.112 of 2011 5 CP No.112 of 2011 6 CP No.112 of 2011 7 CP No.112 of 2011 8 CP No.112 of 2011 9 CP No.112 of 2011 10 CP No.112 of 2011 11 CP No.112 of 2011 12 CP No.112 of 2011 13 CP No.112 of 2011 14 CP No.112 of 2011 15 CP No.112 of 2011 16 CP No.112 of 2011 17 CP No.112 of 2011 18 CP No.112 of 2011 19 CP No.112 of 2011 20 CP No.112 of 2011 21 CP No.112 of 2011 22 CP No.112 of 2011 23 CP No.112 of 2011 24 CP No.112 of 2011 25 CP No.112 of 2011 26 CP No.112 of 2011 27 CP No.112 of 2011 28 CP No.112 of 2011 29 CP No.112 of 2011 30 CP No.112 of 2011 31 CP No.112 of 2011 32 CP No.112 of 2011 33 CP No.112 of 2011 34 CP No.112 of 2011 35 CP No.112 of 2011 36 CP No.112 of 2011 37 CP No.112 of 2011 38 CP No.112 of 2011 39 CP No.112 of 2011 40 CP No.112 of 2011 41 CP No.112 of 2011 42 CP No.112 of 2011 43 CP No.112 of 2011 44