STANDARD TEA PROCESSING COMPANY LTD Vs. STATE

JUDGEMENT

(1.) These are the Company Petitions filed by two petitioner companies for sanction of Scheme of Arrangement in the nature of amalgamation of Standard Tea Processing Company Ltd with Gujarat Tea Processors and Packers Limited. The Standard Tea Processing Company Ltd., petitioner of Company Petition No. 175 of 2006 is the Transferor Company and applicant of Company Petition No. 176 of 2006, i.e., Gujarat Tea Processors and Packers Limited is the Transferee Company and both these Company Petitions are filed for sanction of Scheme of Arrangement in the nature of amalgamation under the provisions of Section 391 and 394 of the Companies Act, 1956.

(2.) It is submitted that both the companies are closely held Public Limited Companies and belong to the same group of management. It is submitted that both the Companies are engaged in the business of purchasing, blending, packing and selling of tea in the brand name of "Wagh Bakri". Thus, both the companies are in the similar line of commercial activities which are complimentary to each other. It is submitted that amalgamation is proposed to achieve synergic advantages. In both these petitions, the respective petitioners have given details of the advantages that would flow by virtue of the arrangement between the two companies.

(3.) Vide order dated 15.9.2006 passed by this Court in Company Application No. 481 of 2006, meetings of shareholders, secured creditors and unsecured creditors of Transferor Company were dispensed with having procured and presented approval to the proposed Scheme of Arrangement by the respective shareholders, secured creditors and unsecured creditors [Page No. 35]. Similarly, the meeting of the shareholders of the Transferee Company was also dispensed with by this Court vide order dated 15.9.2006 in Company Application No. 482 of 2006 in view of the consent letters placed on record approving the proposed scheme of arrangement [Page No. 35].