ADANI PORT LTD Vs. STATE

JUDGEMENT

(1.) These two petitions are filed by the two petitioner Companies for sanction of scheme of amalgamation of Adani Port Limited (the Transferor Company) with Gujarat Adani Port Limited (the Transferee Company) under Section 391 read with Section 394 of the Companies Act, 1956.

(2.) The Transferor Company, namely, Adani Port Limited is a public limited Company promoted by Adani group. The prime activities of the Company involves the development of Port Back up facilities in terms of storages and cargo handling equipments for the dry bulk and liquid bulk cargo at the Mundra Port. It has been granted the terminal operating rights with respect to the multi-purpose terminal by Gujarat Adani Port Limited, the Transferee Company. The Transferee Company was promoted as a Joint Sector Company by Govt. of Gujarat and Adani Group. The Company was promoted to undertake the development of Mundra Port located at Navinal island, near village Mundra in the Kutch District pursuant to the Concession Agreement executed between GAPL, Govt. of Gujarat and Gujarat Maritime Board on 17.02.2001.

(3.) Since both the Transferor and the Transferee Companies belong to the same management group and both of them are in the similar line of business, the Board of Directors of these two Companies thought it fit to restructure them through amalgamation for achieving synergic advantages. It was thought fit to combine all the operations under one Company. This would make the administration easy and cost effective. The duplication of the administrative and operative efforts will be eliminated resulting in the saving of the costs. The amalgamation would help to make the management control systems more efficient and effective. The amalgamated Company would be in a position to maximise its profits through optimum utilisation of its resources and minimising the administrative and operative costs. Thus, the amalgamation would be to the mutual advantage of the shareholders and Creditors of both the Transferor and Transferee Company. Accordingly, the Board of Directors of both the Companies have resolved that subject to such approvals of the shareholders and subject to such sanctions and directions of the Court and subject to such consents and permissions of the Central Government and other authorities as may be necessary, the Scheme of Amalgamation be made between the Transferor Company and the Transferee Company on the broad basis referred to in the Scheme of Amalgamation which is annexed and marked as Exh. C to both the petitions.