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1. This second motion joint petition has been filed under Sections 391(2)& 394 of the Companies Act, 1956 (for short 'Act') by the Petitioner Companies seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of MIs. Pan Foods Limited - (hereinafter referred to as 'Transferor Company') with MIs. Kamal Fincap Private Limited (hereinafter referred to as 'Transferee Company') [collectively as 'Petitioner Companies'] Co. Pet. 82 of2011 2011:DHC:7613 '1 The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, • 2010 of the Petitioners Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. • 7. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- 1(One) Equity Share of 25001- (Rupees Twenty Five Hundred) each of the Transferee Company for every 17500 (Seventeen Thousand Five Hundred) Equity. Shares of 10/- (Rupees Ten) each held in the Transferor Company. 1 (One) Equity Share of 25001- (Rupees Twenty Five Hundred) each of the Transferee Company for every 25 (Twenty Five) Preference Shares of T 100/- (Rupees One Hundred) each held in the Transferor Company.

8. The Petitioner Companies had earlier filed CA (M) NO. 30/2011 seeking directions of this Court for dispensation of meetings. Vide order dated 14th February, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders of both the Companies and also dispensed with the requirement of convening meetings of the Secured and Unsecured Creditors of the Transferor Company. The Transferee Company had neither any Secured Creditor nor Un-secured Creditor. S 9. The Transferor and Transferee Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 21St February, 2011 notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'The Statesman' (English, Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on May, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report on 24th August, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the S interest of its members, creditors or to public interest. In response to the notices issued in the Petition, Mr. B.K. Bansa, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 18th May, 2011. Relying on Clause 7 of Part II of the Scheme, he has stated that all the employees of the Transferor Company shall become the employees of the Transferee Company without any 'break or interruption in their services upon sanctioning of the Scheme by this Court. Further, the Regional Director in his affidavit, raised objection to Paras 10(a) and 10(b) of the Scheme and submitted that the alteration in the status of the company and the alteration in the objection clause of the company, be done only after following the procedure prescribed under the relevant provisions of the Act and not as stated in the paras 10(a) and 10(b) of the Scheme respectively. In response to the above objection, the Transferee Company submitted an affidavit wherein the Transferee Company undertook (i) to follow the procedure prescribed under Section 21 and other • applicable provisions of the Act for effecting the change in the name of the Transferee Company, after approval of the Scheme by this Court; and (ii) to follow the procedure prescribed under Section 17 and other applicable provisions of the Act for effecting the change in the objects of the Transferee Company, after approval of the Scheme. by this Court. In view of the aforesaid affidavit filed on behalf of Transferee Company, the objection raised by the Regional Director no longer survives. No objection has been received to the Scheme from any other party. Mr. Mukesh Sukhija, counsel for the Petitioner Companies, has filed an affidavit dated 17th August, 2011, confirming that neither the Petitioner Companies nor he has received any objection pursuant to citations published in the newspapers. Even today, during the course of hearing neither Mr. K.S. Pradhan, Deputy Registrar of Companies nor Mr. Raisuddin, Deputy Official Liquidator has raised any objection to the Scheme. Keeping in view the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit/report filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be Co. Pet. 82 of2O]1 no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the • undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law.

18. Learned Counsel for the Petitioners states that the Petitioner Companies would voluntarily deposit a sum of 30,000/- with the Co. Per 82 of2011 /0 Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.

19. The Petition is allowed in the, above terms. Order Dasti. MANMOBAtNJ AUGUST 30, 2011 rn.