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TMI Blog2005 (10) TMI 285X X X X Extracts X X X X X X X X Extracts X X X X ..... turing, processing and refining Soyabean Oil Seeds and other vegetable oil and other business as set out in detail in memorandum and Article of Association as also in scheme (Exhibit - A) of Transferor company shall amalgamate/Merge/Vest with the Siddharth Soya Pro-ducts Private Limited i.e., Transferee Company on the terms set out in the Scheme of amalgamation (Exhibit - A). 2. The Scheme of Amalgamation is sought to strengthen and consolidate the position of the amalgamated/resulting Company which will enable the amalgamated/resulting Company to participate more vigorously and profitably in an increasingly competitive and liberalized market. The amalgamated/resulting Company will also be in a position to generate additional funds an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It is also stated that proposed amalgamation would rationalize existing inter company transactions, introduce greater transparency, eliminate avoidable administration costs thereby improving investor and lenders confidence. 9. It is also stated that the merger/amalgamation of the Transferor and Transferee Companies will result in strong financial structure; will facilitate resource mobilization, and financial consolidation. The synergy of the merger will improve credit rating of the resultant entity lowering the cost of borrowing, increased operational efficiency, integrated management functioning and will enhance the share value for the benefit of the shareholders of the existing entities. 10. It is lastly stated that the amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... jection to the acceptance of the Scheme as proposed. The Director has, thus, opined after examining the Scheme in detail that the Scheme in question is in conformity with the requirement of law and secondly affairs of the Company in question i.e., transferee company are conducted in the manner not prejudicial to the interest of its members or public interest. 13. It is also reported by the Chairman in his reports dated 16-8-2005 that all the shareholders as also the creditors of the transferee company have unanimously consented to the proposed scheme of arrangement/ amalgamation. In other words, the scheme in question has been approved by the entire body of shareholders as also creditors of the transferee company, in the meeting held ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors do not object to it and on the other hand approves it in express terms in the specially convened meeting for the said purpose then it has to be given effect to because wishes of shareholders and creditors must be allowed to prevail in the absence of any other illegality being noticed by this court within the meaning of sections 391 and 394 of the Companies Act. 18. In my opinion, thus the Scheme of amalgamation proposed appears more on administrative basis. It will enable the transferee-company to run their business more effectively and economically then what they are presently doing. It will certainly reduce the expenses which are being incurred today by these companies. Moreover, the proposed scheme does take into consideration ..... X X X X Extracts X X X X X X X X Extracts X X X X
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