HONOURABLE SRI JUSTICE G.V.SEETHAPATHY COMPANY PETITION No.94 OF 2010 Dated 19-7-2010 M/s. Palm Tech India Limited, a company incorporated under the Companies Act, 1956 having its Registered Office at H.No.5-1-61, 1st Floor, Surya Rao Peta, Main Road, Kakinada, Andhra Pradesh, India-533 001 represented by its Director Sri Ambarish Chatterjee. …Petitioner/(Transferor Company). HONOURABLE SRI JUSTICE G.V.SEETHAPATHY COMPANY PETITION No.94 OF 2010 ORDER: This application is filed under Sections 391 and 394 of the Companies Act seeking sanction of amalgamation of M/s. Palm Tech India Limited (herein after referred to as “the transferor Company”) and M/s. Ruchi Soya Indusries Limited (hereinafter referred to as “the transferee company”). 2. Heard the learned counsel and the Assistant Solicitor General representing the Registrar and learned official liquidator and perused the record. 3. The petitioner-transferor company was incorporated on 26-4-1993 under the provisions of the Companies Act and its registered office is situate at Kakinada. The authorized share capital of the petitioner’s company is Rs.6,00,00,000/- divided into Rs.3,00,00,000/- equity shares of Rs.2 each and Rs.19,00,000/- cumulative redeemable preference shares of Rs.100 each, making total of Rs.25,00,00,000/-. The issued, subscribed and paid up capital is Rs.5,35,00,000/- divided into Rs.2,67,50,000/- equity shares of Rs.2/- each fully paid up. The transferor company is engaged in the business of manufacturing Palm oil. The objects of the transferor company is stated in detail in the Memorandum and Articles of Association and also extracted in the petition. The transferee company i.e., M/s Ruchi Soya Industries Limited was incorporated on 6-1-1986 in the state of Maharastra with its registered office at Mumbai. The transferee company is engaged in manufacture and sale of soya products. It is proposed to amalgamate the transferor company with the transferee company. Salient features of the proposed amalgamation and its benefits are set out in detail in the scheme annexed to the petition and also extracted in the petition. 4. The Board of Directors of the transferor company in the meeting held on 8-2-2010, approved the scheme of amalgamation. Earlier, the petitioner filed C.A.No.228 of 2010 seeking appointment of a Chairman for convening the meeting of the share holders. This Court by order dated 29-3-2010 appointed Sri B.V. Papa Rao, as Chairperson for holding the meeting of the shareholders. The said Chairperson conducted meeting of the shareholders on 24-10-2010 and filed his report and it has been taken on record. 5. As seen from the report of the Chairperson, all the shareholders who attended the meeting either in person or by proxy have unanimously approved the proposed scheme and none voted against the resolution. It is stated that there are no secured or unsecured creditors for the transferor company. Hence, the question of objection from the creditors does not arise. 6. While admitting the petition on 30-4-2010, this Court directed issuance of notice to the Regional Director, Ministry of Corporate Affairs, Sastry Bhavan, Chennai and also to the official liquidator, attached to this Court and also issued general notice by way of publication in the Deccan Chronicle (English Daily Newspaper) and Eenadu (Telugu daily Newspaper) published from Rajahmundry. In response to the said notice, the learned Assistant Solicitor General, representing the Registrar of Companies filed a common affidavit stating that the scheme is subject to the approval of the High Court at Bombay. 7. Learned counsel representing the official liquidator filed a report in O.L.R.No.316 of 2010 stating that the examination of the information made available by the petitioner’s company and auditor’s report show that the affairs of the company appear to have not been conducted in a manner prejudicial to the interests of the members or to the public. 8. In response to the general notice, published in the news papers, no objections have been received from any quarter. 9. It is stated that the transferee company filed an application in Company Summons for Direction No.188 of 2010 before the High Court of Bombay under Sections 391 and 394 of the Companies Act seeking sanction for the scheme of amalgamation and the High Court of Bombay by order dated 9.6.10 allowed the said application and accorded sanction for the proposed scheme. 10. In the circumstances, having regard to the fact that the two companies are engaged in a similar business and proposed scheme of amalgamation is stated to be in the interest of both companies and share holders and the employees, and the Board of Directors of the two companies have approved the scheme and the shareholders of the transferor company having expressed their consent for the amalgamation and no objections having been received from any quarter including the Central Government and official liquidator, and in view of the fact that the High Court of Bombay also accorded sanction for the proposed scheme on an application filed by the transferee company, it is held that the proposed scheme of amalgamation can be sanctioned and the same is accordingly sanctioned with effect from the appointed date i.e., 1-4-2009. Consequently, the petitioner- transferor company shall stand dissolved without going through the process of winding up with the effect from the appointed date. 11. Certified copy of the order shall be filed with the Registrar of Companies, Hyderabad within 30 days of receipt of a copy of this order for the purpose of registration and for necessary follow up action. 12. Petition is allowed accordingly. The transferor company is directed to pay Rs.3,000/- (Rupees three thousand only) to the Assistant Solicitor General towards costs. _____________________________ Justice G.V.SEETHAPATHY Dated 19-7-2010. Dvs HONOURABLE SRI JUSTICE G.V.SEETHAPATHY COMPANY PETITION No.94 OF 2010 Dated 19-7-2010