- (1.) The present Company Application bearing CA(CAA) No.75/230/HDB/2017, is filed by Dendi Agro Farms Private Limited (Transferor Company No.l) along with GRR Udyog Farms Private Limited (Transferor Company No.2) ; Varun Breeding Farms Private Limited (Transferor Company No.3) and Sneha Farms Private Limited (Transferee Company) , under Sections 230 read with 232 of the Companies Act, 2013, by inter-alia seeking an order to dispense with the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies for consideration of the Scheme of Amalgamation between the Transferor Companies Nos. 1 to 3 and Transferee Company as envisaged under the said Scheme with consequential relief
(2.) Brief facts leading to the filing of present case are as follows: I). In respect of 1st Applicant/Transferor Company No.1: (a) Dendi Agro Farms Private Limited, the Transferor Company No.1, was incorporated as a Private Limited Company on 29.12.2005, under the Companies Act, 1956 with Corporate Identity Number U01119TG2005PTC048627. (b) The Authorised share capital as on 31.03.2016 is Rs.3,75,00,000/-divided into 37,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.3,65,56,610/- divided into 36,55,661 equity shares of Rs.10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are to carry on all kinds of farming, growing, cultivating (Agricultural poultry, Horticulture, Aqua culture, nursery and diary) and gardening, and raising, breeding, improving, developing, producing, buying, selling, importing, exporting, preparing, preserving, dealing and trading in all kinds of products of such and in particular seeds, pure bred and inbred, poultry, cattle and other livestock, eggs, trees, plants, fruits and vegetables, milk and milk products, etc. II) In respect of 2nd Applicant/Transferor Company No.2: (a) GRR Udyog Farms Private Limited, the Transferor Company No.2, was originally incorporated as a Public Company on 26.07.2010, under the Companies Act, 1956. Subsequently on 13.10.2014, the Company converted intoa Private Limited Company with Corporate Identity Number U05004TG2010PTC069663. (b) The Authorised share capital as on 31.03.2016 is Rs.2,80;00,000/-divided into 28,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.2,41,25,000/- divided into 24,12,500 equity shares of Rs.10/- each. (c) The main objects of Company, as set out in its Memorandum, in brief, are to carry on business of hatching chicks, eggs to establish parent and ftcommercial farms for the development of poultry industry and dealers of jjpoultry equipments, poultry machines and poultry feed etc. III) In respect of 3rd Applicant/Transferor Company No.3: (a) Varun Breeding Farms Private Limited, the Transferor Company No.3, was incorporated as a Private Limited Company on 29.03.1996, under the Companies Act, 1956 and the Corporate Identity Number of the Company is U01200TG1996PTC023657. (b) The Authorised share capital as on 31.03.2016 is Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.3,63,80,120/- divided into 36,38,012 equity shares of Rs.10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are to produce, sell, export, import, buy, and to carry on the business of hatching chicks, eggs to establish parent and commercial farms for the development of poultry industry and dealers of poultry equipment, poultry machines and poultry feed etc. IV) In respect of 4th Applicant/Transferee Company: (a) Sneha Farms Private Limited, the Transferee Company, was originally incorporated as a Private Limited Company on 16.08.1994 under the name Dendi Hatcheries Private Limited under the Companies Act, 1956. Subsequently on 27.03.1995, the name of the Company was changed to Sneha Farms Private Limited. The Corporate Identity Number of the Company is U99999TG1994PTC018132. (b) The Authorised share capital as on 31.03.2016 is Rs. 13,50,00,000/-divided into 1,35,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs. 13,50,00,000/- divided into 1,35,00,000 equity shares of Rs.10/- each. (c) The main objects of the Company as set out in its Memorandum, in brief, are to establish, construct, poultry sheds, feed mills, hatcheries, processing plants, processing oil from chicken rendering waste, frozen products, frozen marinated products, solvent extraction plants, godowns, growing livestock, poultry farming, dairy farming, poultry breeding, broiler chicken production under contract growth system, importing the required machinery for feed production, hatching machinery, grading equipment and other machinery for poultry production etc.
(3.) The Applicant Companies propose the Scheme of Amalgamation for the following reasons: (i) The merged entity will have the better asset base, scope for diversion and creation of new platforms of business and better net worth. (ii) The objects and business module of the transferor Companies are similar to that of the objects and business module of the Transferee Company and these are interconnected and dependent on each other as such; merger would result in synergy of operations. (iii) All the companies are closely held private limited companies as such, merger would enable the management to focus their attention and energies on the combined business and merged entity fully and effectively. (iv) Merger will remove duplications, avoidable costs, time delays and multiple accounting and administration issues and reduce multiple compliances. (v) The Transferor Companies and the Transferee Company are profit making with considerable free reserves to their credit and therefore, all the companies to the scheme are commercially solvent, viable and profitable. (vi) The combined or merged entity will have better capital adequacy and debt to equity ratio, net worth and asset base. (vii) Added net worth and assets base will help the Transferee Company to raise funds required for any further expansion of this business or diversion to new fields from the investors, Banks and Financial institutions, etc.;