- (1.) The Counsel for the Applicants submit that the present Scheme is an Amalgamation of ADM Agro Industries Dharwad Private Limited, ADM Trading India Private Limited, WILD Flavors (India) Private Limited, ADMISI Commodities Private Limited and ADMISI Forex India Private Limited (collectively hereinafter referred as "Transferor Companies") into and with ADM Agro Industries India Private Limited (hereinafter referred as "Transferee Company") and their respective shareholders.
(2.) The Counsel for the Applicants further submit that the First Applicant Company is primarily engaged inter alia in the business of manufacturing/trading and refining of edible oils and De-oiled Cake from oil seeds. The Second Applicant Company is primarily engaged inter alia in the trading in agricultural commodities as well as oilcakes and to act as commission agent. The Third Applicant Company is primarily engaged inter alia in the manufacturing and supply of menthol, mint oils and flavors to the oral care, confectionery, chewing gum and pharmaceutical industry. That Fourth Applicant Company is authorized to engage inter alia in the business of management of commodities price risk by providing hedging and trading solutions. The Fifth Applicant Company is authorized to engage inter alia in the business of currency trading, advisory services corporate and retail clients in India. The Sixth Applicant Company is primarily engaged inter alia in the business of manufacturing/extraction/trading/refining/processing and packaging of edible oils and other agro based products.
(3.) The Counsel for the Applicants further submit the rationale for the Scheme is that the amalgamation would result in the following benefits to the Transferee Company and the shareholders of the Transferor Companies and the Transferee Company: (a) Streamlining of group structure; (b) Combined entity would be able to optimize the manpower resources required for overall administration and statutory compliances resulting in elimination of overlapping activities, optimization of manpower resources in functional areas like finance, administration, legal, secretarial, human resources, etc. (c) Consolidation of the businesses presently being carried on by the Transferor Companies (where applicable) and the Transferee Company, including without limitation to, the consolidation of the group shareholding, which shall be beneficial to the interests of the shareholders, creditors and employees of such companies, as such amalgamation would create greater synergies between the businesses of all such companies and would enable them to have access to better financial resources, as well as increase the managerial efficiencies, while effectively pooling the technical, distribution and marketing skills of each other; (d) Creating better synergies across the group as well as tie-ups/alliances with companies, governmental agencies, etc., increasing operational efficiencies and better utilization of expertise within the individual businesses to capture greater share of the market, and provide more comprehensive and holistic services to the clients/customers.;