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TMI Blog2016 (7) TMI 33X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited, the Petitioner Transferor Company with UPL Limited, the Petitioner Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both the companies operate in same line of business, viz. Agriculture Sector, and are engaged in commercial activities which are complimentary to each other. The Transferee Company is currently engaged in business of manufacturing and marketing, trading, and export of various kinds of Crop Protection Chemicals and PostHarvest Business. Whereas the Transferor Company is currently engaged in business of Research Development, Production, Processing and Sales Marketing of field crop seeds, vegetable seeds and flower seeds. The present scheme of Amalgamation is proposed for synergic benefits and thereby provide end to end agri solution through a single entity. The petitions provide the details of anticipated benefits as a result of the said scheme. 3. It has been further pointed out that both the Petitioner Companies are listed public limited companies and the shares are listed on BSE Limited and NSE Limited. In compliance with clause 24 (f) of the listing agreement, and in compliance with th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the contractual terms of the agreements with the Secured Creditors, the Transferor Company had undertaken to obtain the approval from its Secured Creditors and place them on record before the final sanction of the Scheme. The Petitioner Transferor Company has now placed consent letters from all its Secured Lenders alongwith the affidavit dated 14th June 2016. 6. In case of the Transferee Company vide the order dated 17th February 2016 passed in Company Application No. 66 of 2016, meeting of the Equity Shareholders of the Transferee Company was directed to be convened for the purpose of obtaining their approval to the proposed Scheme. Pursuant to the directions, issued with regard to the conduct of the meeting, after the due service of individual notices to all the Equity Shareholders of the Transferee Company as well as the public notice, the said meeting was duly convened on 30th March 2016. The proposed Scheme of Amalgamation was duly approved unanimously i.e. 100% in number and 100% in value at the said meeting of the Equity Shareholders of the Transferee Company. The result of these meetings had been placed on record in form of Chairman s report dated 9th April 2016. Furthe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liability. Further, vide Para 13 of the report, the Official Liquidator has pointed out that Clause 12 (a) of the Scheme envisages only all Permanent employees of the Transferor Company to become the employees of the Transferee Company, upon Scheme being effective. It has been observed that the Scheme should be made applicable to all the employees of the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I and the said Stock Exchanges have actually granted the observation letter only after obtaining clearance from SEBI. It has been further submitted that the Petitioner Companies have already complied with the requisite provisions. Both the Petitioner Companies, being listed companies were required to obtain the approval of the public shareholders through Postal Ballot and Evoting as envisaged under Clause 5.16(a) of the above referred SEBI circulars. Both the Petitioner Companies had undertaken the independent procedure for obtaining the same from its Public Shareholders in addition to the court convened meetings in compliance with the applicable provisions of the Companies Act and that majority of Public Shareholders of the Petitioner Companies had also approved the Scheme of Amalgamation through Postal Ballot and Evoting as already recorded earlier hereinabove. Taking into account the same, the Petitioner Companies have complied with all the requirements of said SEBI circulars. The said Petitioner Companies have undertaken to comply with further requirements of the SEBI circulars, upon Scheme being sanctioned and in view of this, no further directions are required to be issued in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 12. Considering all the facts and circumstances and the contentions raised in the affidavits and counter affidavits, and the submissions made during the course of hearing, on behalf of the parties, this court is of the view that that the observations made by the Regional Director, Ministry of Corporate Affairs, have been addressed satisfactorily and hence do not survive. No directions are required to be issued to the petitioner companies. This court is of the view that based on the material on record it can be concluded that the present Scheme of Amalgamation is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. 13. Prayers in terms of paragraph 23(a) of the Company Petition No.127 of 2016, and paragraph 22 (a) of the Company Petition No.128 of 2016 are hereby granted. 14. The petitions are disposed of accordingly. So far as the costs to be paid to the learned Assistant Solicitor General is concerned, I quantify the same at ..... X X X X Extracts X X X X X X X X Extracts X X X X
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