WINFIELD AGRO SERVICES PRIVATE LIMITED AND Vs. STATE

JUDGEMENT

(1.) These two petitions are filed by the Transferor Company and Transferee Company seeking sanction for the scheme of arrangement for amalgamation.

(2.) C.P.No.41/95 is filed by M/s. Winfield Agro Services Private Limited, Vijayawada (Transferor Company) for which is being amalgamated with M/s. Hindustan Antipests Private Limited (Transferee Company). C.P. No. 42/95 has been filed by the Transferee company. The Transferee Company is having an object clause of that of Transferor Company. It is stated that the Transferor Company and Transferee Company belong to the same group of companies. The Transferee Company is engaged in the business of distribution of pesticides while the Transferor Company is engaged in the manufacture of pesticides. The amalgamation would result in the combined operation being carried on more advantageously, conveniently and economically and efficiently. The amalgamation is in the interest of both the Companies and their respective share holders, employees and all concerned. By an order made by this Court on 30-6-1995, the Transferor Company was directed to convene the meeting of the Equity Shareholders for considering and approving the scheme of compromise or arrangement., Sri Vemireddy Bhasker Reddy was appointed as Chairman by this Court for the purpose of holding meeting. The meeting was held on 30-7-1995 and the scheme of amalgamation was approved unanimously without any modification.

(3.) Similarly, as per the directions of this Court dated: 30-6-1995 meeting of Equity Shareholder of the Transferee Company was held on 29-7-1995 and Shri Harinder Pershs appointed as Chairman for conducting the meeting. The resolution was unanimously approved. It is also submitted that no proceedings are pending under Section 235 or 251 of the Companies Act against the Transferor Company and Transferee Company.