UNIPHOS SEEDS AND BIOGENETICS PVT LTD Vs. STATE

JUDGEMENT

(1.) This is a petition filed by the above company for sanction of scheme of arrangement in the nature of amalgamation of Uniphos Seeds and Biogenetics Pvt.Ltd, Transferor Company with Advanta India Limited, the Transferee Company under the provisions of Section 391 and 394 of the Companies Act, 1956. It is reported that the Transferee Company has its Registered Office at Bangalore and hence necessary proceedings have been taken out in the State of Karnataka.

(2.) It has been submitted that the petitioner is a Private Limited Company and belongs to the same group of management as that of the Transferee Company which is a closely held Public Limited Company. The Transferor Company is engaged in the business of developing, marketing and selling of bio-engineered seeds for premium crops and their hybrids, whereas the Transferee Company is engaged in the business of manufacturing and selling of seeds and it is one of the largest companies in the Indian seed market having a wide product range. Thus, it is submitted that both the companies are engaged in the similar line of commercial activities which are complimentary to each other, and that the amalgamation is proposed to enable the amalgamated company to get synergic advantages. Necessary details of the advantages that would flow by virtue of the arrangement between these companies are narrated in the petition.

(3.) Having produced on record the consent letters/approval of the proposed scheme of amalgamation of the equity shareholders and unsecured creditors of the Transferor Company, by order dated 29.8.2006 passed in Company Application No. 467 of 2006 by the learned Single Judge of this Court meeting of the equity shareholders and unsecured creditors of the Transferor Company is dispensed with. It has also been pointed out that there is no secured creditor of the petitioner Company. Accordingly, the scheme has been put up for sanction of this Court by way of present petition. By order dated 12th September 2006, this petition was admitted and the same had been duly advertised in the newspapers, 'Indian Express' [in English] and 'Sandesh' [in Gujarati], both Ahmedabad Editions on 22nd September 2006 and publication in Government Gazette was dispensed with as directed in the above order. Affidavit dated 18th October 2006 confirms the said compliance. No one has come forward with any objection to the said petition even after the publication.