IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.148 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.81 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 read with section 78,100 to 105 of the Companies Act, 1956 AND In the matter of the 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. Eco Valley Farms and Foods Limited ….Petitioner/ Demerged Compnay No.2 Hemant Sethi i/b by Hemant Sethi & Co. Advocates for Petitioners 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 read with sections 78, 100 to 105 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 demerger of food division of Eco Valley Farms and Foods Limited into Weikfield Foods Private Limited and Reduction and reorganisation of Share Capital and utilisation / adjustment of Share Premium Account of Eco Valley Farms and Foods Limited post arrangement and realignment and conversion of Share Application Money as defined in clause 1.9 of Composite Scheme of Arrangement. 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 they 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 Equity Shareholders of the Petitioner Company in Extra Ordinary General meeting held on 29th January, 2008 has unanimously approved and passed Special Resolution for Reduction and Reorganisation of Share Capital 2 and utilisation / adjustment of Share Premium Account pursuant to Composite Scheme of Arrangement in terms of Section 78, 100 to 105 of the Companies Act, 1956 same is annexed at Exhibit “G” of the Company Petition. 5. In view of averment made in paragraph 31 of the Petition the reduction and reorganisation of Share Capital and utilisation / adjustment of Share Premium Account does not involve diminution of liability in respect of unpaid capital nor payment to any shareholder of any unpaid share capital account and the interest of the creditors of the Petitioner/Demerged Company No.2 are not affected by such reduction and reorganisation of Share Capital and utilisation/adjustment of Share Premium Account and the procedure under section 101(2) of the Companies Act, 1956 has been dispensed with vide order dated 25th January, 2008 in Company Application No.81 of 2008. 6. 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. 7. 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, the Regional Director has stated that the Composite Scheme of Arrangement as 3 proposed is not prejudicial to the interest of shareholders and creditors and the public. 8. There is no objection to Composite Scheme of Arrangement and since all the requisite statutory compliances have been fulfilled Company Petition No.148 of 2008 filed by the Petitioner/ Demerged Company No.2 is made absolute in terms of prayer clause (a) to (g). 9. 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. 10. The Petitioner Company to pay costs of Rs.5000/- to the Regional Director. Costs to be paid within four weeks from today. 11. Petitioner Company to publish notice of registration of order and form of minute by Registrar of Companies once each in the two local newspaper viz The Maharashtra Herald in English and Lokmat in Marathi both circulating in Pune and in the Maharashtra Government Gazette within 14 days of registration aforesaid. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned to act on a copy of this order alongwith scheme and also form of minutes duly authenticated by Company Registrar, High Court, Bombay. 4 (A.S.OKA J.) 5