Rajive Bhalla, J. - (1.) SARGON Geosynthetics Limited has filed the instant petition, under Section 391 of the Companies Act, 1956, inter alia pleading that an order be passed to dispense with the convening, holding and conducting of meeting of share -holders, secured creditors and unsecured creditors, for the purpose of approving with or without modification, the proposed scheme of amalgamation, whereby the entire business and undertaking of the petitioner/transferor company, M/s Sargon Geosynthetics Limited would be amalgamated with Maccaferri Environmental Solutions Private Limited, the transferee company.
(2.) COUNSEL for the petitioner asserts that the scheme of amalgamation would be beneficial to both the transferee and transferor companies. The scheme of amalgamation is a compromise or an arrangement between the company and its shareholders, under Section 391(1)(b) of the Companies Act. The former company holds, by itself or through its nominees, 100% of the equity shares of the transferor company. The scheme of amalgamation would, therefore, ensure a consolidation of the business. Both companies compliment each other's strength and capabilities and post amalgamation would enhance the transferee company's effectiveness. The scheme of amalgamation is commercially and economically viable and feasible and would make available larger benefits, financial, managerial, technical etc. to the amalgamated business entity. The amalgamation would necessarily lead to a rationalization of administration, organizational efficiencies, reduction in overhead and other expenses and optimal utilization of recourses. It is further submitted that the Board of Directors of the petitioner/transferor company has approved the draft scheme, as is apparent from the Board resolution (Annexure P -2). The transferor company was incorporated on 26.7.1976 and after change of its name is now known as Sargon Geosynthetics Limited with its registered office at Gurgaon. The principal objects have been detailed in the Memorandum and Articles of Association of the Transferor Company (Annexure P -3). As per the documents, placed on record, the entire share capital of the Transferor company is subscribed by the Transferee company - Maccaferri Environmental Solutions Private Limited and its nominees. The Transferee company, on the other hand, was incorporated on 24.4.1998 with its registered office at Pune. The objects of the Transferee Company have been set out in the Memorandum and Articles of Association (Annexure P -6). The share capital structure of the Transferee Company has been detailed in Annexure P -7.
(3.) IT is further submitted that the entire liability of the petitioner -company would be taken over by the transferee company. The rights and interest of the creditors would, therefore, not be adversely affected. The creditors, secured or unsecured, are not called upon to sacrifice their claims nor are they called upon to modify or compromise their claims, in any manner. The scheme of amalgamation would not reduce or extinguish the claim of creditors, in any manner. It is further submitted that the scheme of amalgamation, if approved, would be beneficial to the creditors, as the total assets of the transferee company, after the proposed amalgamation, would be more than sufficient to clear the liabilities of the petitioner -company.;