IN RE: ADVANTA LIMITED Vs. STATE

JUDGEMENT

(1.) This application is filed by the above -named applicant Transferor 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 separate meetings of the Equity Shareholders resident in India and Equity Shareholders resident outside India 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 Transferor 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 Transferor 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 certificates issued by a Chartered Accountants, which are placed on record. Perusal of the said certificates indicate that the Net Worth of the applicant Company as on 31st March 2015 was Rs. 375.51 crores. The net worth of the Transferee Company in the Pre -Scheme scenario is 3523.26 crores and shall be Rs. 5453.8 crores in Post -scheme scenario. It has been further submitted that notwithstanding the above contention, in compliance with the contractual terms of the loan agreements with the Secured Creditors, the applicant Company has already approached its Secured Creditors and sought their approval to the proposed Scheme. The applicant Company has further undertaken that the approval shall be obtained from all its Secured Creditors in form of written consent letters and the same shall be placed on record of this Court before the final sanction of the Scheme. Reliance has been further 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.