IN RE: UPL LIMITED Vs. STATE

JUDGEMENT

(1.) This application is filed by the above -named applicant Transferee Company by Judges' Summons dated 15th February 2016, under Ss. 391 to 394 of the Companies Act, 1956, in a proposed Scheme of Amalgamation of Advanta Limited and UPL Limited, as proposed between the Company and its Equity Shareholders and creditors.

(2.) Smt. Swati Soparkar, learned advocate appears for the applicant Company and has made submissions (i) for seeking directions for convening a meeting of the Equity Shareholders of the applicant Company and (ii) seeking dispensation of the meetings of the Secured and Unsecured Creditors of the applicant Company.

(3.) The attention of the Court is drawn to the submissions made in Paragraph -13 of the affidavit in support of the Judges' Summons. It has been submitted that since both the Transferor and the Transferee Company are profit -making companies with substantially positive net worth, the rights and interests of the Creditors of the applicant Transferee Company shall not be prejudicially affected as a result of the proposed Scheme. The proposed Scheme does not envisage any arrangement or compromise with the creditors of the applicant Transferee Company. The Transferee Company has undertaken to fulfil all liabilities towards Secured and Unsecured Creditors of the applicant Company in its normal course of business. The said contention is substantiated by the certificate issued by a Chartered Accountants, which is placed on record. Perusal of the said certificate indicates that the Net Worth of the applicant Company as on 31st March 2015 in Pre -scheme scenario is 3523.26 crores and shall be Rs. 5453.8 crores in Post -scheme scenario. Reliance has been placed on the orders passed by this Court dated 27th November 2015 in Company Application No. 365 of 2015 and dated 19th January 2016 in Company Application No. 26 of 2016, under similar circumstances.