THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.208 of 2010 Dated: 21.02.2011 Between : M/s. Pasura Bio-Tech Private Limited …… Petitioner Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.208 of 2010 ORDER : The petitioner herein is M/s. Pasura Bio-Tech Private Limited (hereinafter referred to as the ‘Transferor Company). This petition is filed under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to sanction the scheme of amalgamation of Pasura Bio-Tech Private Limited with Coromandel International Limited (hereinafter referred to as the ‘Transferee Company’). The Transferor Company was incorporated under the provisions of the Act on 27.05.1998 under the name of Spartan Agro Chemicals Private Limited in the State of Andhra Pradesh vide certificate of Incorporation No.29489 of 1998-99 and thereafter the name of the Transferor Company was changed to M/s. Pasura Bio- Tech Private Limited with effect from 23.03.2001. The registered office of the Transferor Company is situated at Coromandel House, 1-2-10, SP Road, Secunderabad, Andhra Pradesh. The authorised share capital of the Transferor Company as on 31.03.2010 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is Rs.81,84,750/- divided into 8,18,475 equity shares of Rs.10/- each fully paid-up. The objects for which the Transferor Company was incorporated as set out in its memorandum of association have been enumerated in Para No.7 of this company petition. The Transferee Company was originally incorporated under the provisions of the Act on 16.10.1961 under the name of Coromandel Fertilisers Private Limited and thereafter the name of the Transferee Company was converted to a public limited company vide certificate of incorporation dated 16.04.1964 and its name was changed to Coromandel International Limited on 23.09.2009. The registered office of the Transferee Company is situated at Coromandel House, 1-2-10, SP Road, Secunderabad- 500 003. The authorised share capital of the Transferee Company as on 31.03.2010 was Rs.35,00,00,000 divided into 17,50,00,000 equity shares of Rs.2/- each. The issued, subscribed and paid-up share capital of the Transferee Company is Rs.28,05,46,488/- divided into 14,02,73,244 equity shares of Rs.2/- each. The objects for which the Transferee Company was incorporated as set out in its memorandum of association have been enumerated in Para No.12 of this Company Petition. The Transferor Company is a wholly owned subsidiary of the Transferee Company. In order to bring about better synergies, strengthening the existing business, better administrative control, the Transferee Company proposed to acquire the business of the Transferor Company, pursuant to a scheme. The Board of Directors of the Transferor Company at its meeting held on 22.07.2010 passed a resolution approving the proposed scheme of amalgamation between the Transferor Company and the Transferee Company and their respective shareholders. Similarly, the Board of Directors of the Transferee Company at their respective meeting held on 22.07.2010 passed resolutions approving the scheme of amalgamation with appointed date as 01.04.2010, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in para No.17 of this company petition and a copy of the scheme has also been annexed as Annexure-P1. The Transferor Company does not have any secured creditors. As on the date of the last audited balance sheet (31.03.2010), the Transferor Company had one secured creditor (Vijaya Bank, Secunderabad). However, the amounts due to the said Bank had been cleared subsequently. A “no due certificate” was issued by the said Bank on 29.07.2010 and the same has been filed as Annexure- P11. It is also stated that the Transferee Company had given consent for the proposed scheme of amalgamation and the consent affidavit has been filed as Annexure-P10. It is further explained that the interest of the creditors of the Transferor Company will not be effected in any manner as it is subsidiary company, which is being amalgamated with the holding company and that the assets of the Transferor Company and the Transferee Company are adequate to meet the liabilities of the Transferor Company. The assets of the Transferor Company and the Transferee Company are sufficient to meet all their liabilities. The scheme does not involve any compromise with the creditors of the Transferor Company. The scheme will not affect any of the unsecured creditors of the Transferor Company in any manner whatsoever. The Transferee Company is listed on the National Stock Exchange and the Bombay Stock Exchange. Both the National Stock Exchange and Bombay Stock Exchange have given their no objection to the scheme of amalgamation. Copies of the letters given by the National Stock Exchange and the Bombay Stock Exchange are filed together as Annexure-P12. It is stated that the Transferor Company has filed Company Application No.774 of 2010 seeking a direction from this Court for dispensing with the meeting of the shareholders and the unsecured creditors of the Transferor Company. This Court by order dated 08.10.2010 dispensed with the meeting of the shareholders and the unsecured creditors of the Transferor Company. A copy of the order dated 08.10.2010 passed in Company Application No.774 of 2010 is filed as Annexure-P14. It is stated that no petition under Section 397 or 398 of the Act has been filed against the Transferor Company. It is also stated that no investigation proceedings have been instituted or are pending in relation to the Transferor and Transferee Companies under Sections 235 to 251 of the Act. While stating that the sanctioning of the scheme of amalgamation will be for the benefit of the Transferor Company, the present Application has been filed to sanction the said scheme. By order dated 24.11.2010 this Court directed notice to the Regional Director, Ministry of Corporate Affairs, Chennai; the Registrar of Companies, Andhra Pradesh at Hyderabad and the Official Liquidator, High Court of Andhra Pradesh. Pursuant thereto, the Official Liquidator filed a report dated 28.01.2011 stating that the affairs of the Transferor Company appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. However, in the affidavit filed by the Registrar of Companies the following objection has been raised: “The transferee company should pay the Stamp Duty wherever applicable as per the Regulations of Andhra Pradesh Stamp Act.” I have heard the learned counsel for the petitioner and perused the material available on record. So far as the objection raised by the Registrar of Companies with regard to payment of stamp duty is concerned, it is submitted by the learned counsel for the petitioner that the petitioner company being a wholly owned subsidiary of the Transferee Company, there is no need for payment of any stamp duty. It is not disputed before this Court that the Transferor Company is a wholly owned subsidiary of the Transferee Company. The learned counsel for the petitioner states that the amalgamation contemplated under the proposed scheme is in the nature of a corporate acquisition and it does not involve reorganisation of the share capital of the Transferee Company. That being so, as rightly submitted by the learned counsel for the petitioner, no stamp duty is payable under Article 20(d) of Schedule I-A of the Indian Stamp Act, 1899. Hence, the objection raised by the Registrar of Companies is untenable. Having regard to the facts and circumstances noticed above and taking into consideration the fact that the scheme of amalgamation is not opposed to any provision of law or public interest, and despite notice of the admission of the company petition by paper publication, no objection whatsoever have been received from any quarter, I am of the opinion that it is a fit case for granting sanction of the scheme of amalgamation as sought by the petitioner. Accordingly, the Company Petition is disposed of and the scheme of amalgamation is approved. A copy of this order shall be filed before the Registrar of Companies within 30 days from the date of receipt of this order. No costs. __________ G. ROHINI, J Date: 21.02.2011 Ivd