IN RE ADVANTA LIMITED Vs. STATE

JUDGEMENT

(1.) These petitions are filed by two companies for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of Advanta Limited, the Petitioner Transferor Company with UPL Limited, the Petitioner Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956.

(2.) It has been submitted that both the companies operate in same line of business, viz. Agriculture Sector, and are engaged in commercial activities which are complimentary to each other. The Transferee Company is currently engaged in business of manufacturing and marketing, trading, and export of various kinds of Crop Protection Chemicals and Post Harvest Business. Whereas the Transferor Company is currently engaged in business of Research & Development, Production, Processing and Sales & Marketing of field crop seeds, vegetable seeds and flower seeds. The present scheme of Amalgamation is proposed for synergic benefits and thereby provide end to end agri solution through a single entity. The petitions provide the details of anticipated benefits as a result of the said scheme.

(3.) It has been further pointed out that both the Petitioner Companies are listed public limited companies and the shares are listed on BSE Limited and NSE Limited. In compliance with clause 24 (f) of the listing agreement, and in compliance with the requirements vide SEBI circulars, the Petitioner Company had already approached the concerned stock exchanges, and the approvals/clearances obtained from the said exchanges after due clearance by SEBI, had been placed on record.