JAGSONS INTERMEDIATES AND CHEMICALS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) This petition has been filed by the Petitioner Company for the sanction of the Scheme of Amalgamation between Anchit Chemicals Private Limited (herein after referred to as "Transferor Company - 1)") and Jagsons Intermediates and Chemicals Private Limited (herein after referred to as "Petitioner Company" or "Transferor Company ­ 2") with Roha Eco Energy Private Limited (herein after referred to as "REPL" or "Transferee Company") and their respective shareholders and creditors ("Scheme") under Sections 391 to 394 of the Companies Act, 1956, along with the corresponding provisions of Companies Act, 2013.

(2.) The Transferee Company and the Transferor Company are part of the same management group. The amalgamation of Transferor Company - 1 and Petitioner Transferor Company into Transferee Company will result into consolidation of businesses, maximize synergies, pooling of resources, more productive utilization of the said resources and achieving economies of scale resulting into cost and operational efficiencies, synergies in procurement, administration and marketing operations, greater management focus, uniform corporate policies and faster/effective decision making and its implementation and reduction in the multiplicity of regulatory compliances and record keeping.

(3.) It has been pointed out that vide the order dated 22nd December, 2015 passed in the Company Application No. 386 of 2015, the meetings of the Equity Shareholders were dispensed with in view of the written consent letters of all the Equity Shareholders. The meetings of the Secured Creditors were dispensed with in view of the fact that there are no Secured Creditors. The meeting of the Unsecured Creditors were dispensed with in view of the fact that there is no Arrangement and/or compromise with the Unsecured Creditors as no sacrifice is called for under the proposed Scheme.