B.S.V. Prakash Kumar, Member - (1.) The Counsel of the Applicant Companies submits that the Scheme of Amalgamation provides for amalgamation of Bhagyanagar Chemicals Limited (First Transferor Company) and Balaji Greentech Products Limited (Second Transferor Company) with Balaji Amines Limited (Transferee Company) pursuant to the provisions of sections 230 to 232 of the Companies Act 2013.
(2.) The Counsel of the Applicant Companies further submits that the Board of Directors of the Companies involved in the Scheme believe that the amalgamation of the Transferor Companies with Transferee Company would inter alia have the following benefits: The amalgamation will result in consolidation of business of three Companies in one entity and thereby strengthening the position of the amalgamated entity by enabling it to harness and optimize the synergies of equipments and human resources, which is in the best interest of all the Companies and their respective shareholders. The Transferee Company is the holding Company of the First Transferor Company holding 100% of the total paid up equity share capital of the First Transferor Company. The Transferee Company is also the holding Company of the Second Transferor Company holding 66% of the total paid up equity share capital and 100% of the total paid up preference share capital of the Second Transferor Company. In view of the fact that the First Transferor Company and the Transferee Company are engaged in the business akin to that of the Transferee Company as also that the business of the Second Transferor Company can be combined keeping in view the synergic advantages resulting out of the amalgamation of the Second Transferor Company, it is proposed to amalgamate both the Transferor Companies and Transferee Company into a single company which will lead the amalgamated Company to greater and optimal use of resources. A consolidation of the Transferor Companies and the Transferee Company by way of amalgamation would therefore lead to a more efficient utilization of capital, talent pooling and will result in creation of a single larger unified entity in place of various entities under the same management and control, thus resulting in efficient synergies of operations and streamlined business transactions. The proposed amalgamation will lead to the benefits such as economies of scale, besides other synergetic advantages particularly in view of the fact that the entire gamut of operations of the combined entity will have greater management focus and increased supervisory control. The proposed amalgamation will reduce administrative costs and also result in reduction of overheads and other expenses, economies of scale, reduction in administrative and procedural work, enable the amalgamated company to effect internal economies and optimize profitability as also to reduce administrative inefficiencies by reducing duplication of functions. The Scheme shall be beneficial and in the best interests of the shareholders, creditors and employees of the Transferor Companies, the Transferee Company and to the interest of public at large and all concerned.
(3.) A meeting of the Equity Shareholders of the Transferee Company be held on Tuesday, the 25th day of October, 2017, at 03:30 PM, at the registered office of the Transferee Company situated at Balaji Towers, No. 9/1A/1, Hotgi Road, Aasara Chowk, Solapur, Maharashtra - 413224, India, for consideration and approval of the proposed Scheme of Amalgamation. The quorum of the aforesaid meeting shall be as mentioned under Section 103 of the Companies Act, 2013. Mr. Gaddam Hemanth Reddy, director and authorized representative of the Company failing him Mr. D. Ram Reddy, director and authorized representative of the Company is appointed as Chairperson and Mr. Lokesh Agarwal, Practising Company Secretary, as Scrutinizer for the meeting of the Equity Shareholders of the Transferee Company.;