Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 14/230/HDB/2017, is filed by Simhapuri Agro Products Private Limited (Transferor Company No. 1) along with Kottu Oil Private Limited (Transferor Company No. 2) and 3F Oil Palm Agrotech Private Limited (Transferee Company), under Sections 230 read with 232 and other applicable provisions of the Companies Act, 2013, by inter-alia seeking the following reliefs:- i) To dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the 1st Applicant Company/Transferor Company No. 1. ii) To dispense with the meetings of the Equity Shareholders of the 2nd Applicant Company/Transferor Company No. 2. iii) To dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the 3 rd Applicant Company/Transferor Company No. 3.
(2.) Brief facts, leading to the filing of present case are, as follows: ( ( I) In respect of 1st Applicant/1st Transferor Company: (a) Simhapuri Agro Products Private Limited, the Transferor Company No. 1, was incorporated as a Private Limited Company on 14.10.1993, under the Companies Act, 1956 having its Registered Office situated at 6-3-569/2, First Floor, Rockdale, Somajiguda, Hyderabad - 500 082. b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: Subsequent to the above date and till date of filing the Scheme, there has been no change in the issue, subscribed and paid up capital of the First Applicant Company. (c) The main objects of Company as set out in its Memorandum, in brief, are to plant, cultivate, produce, raise, process, preserve, sell, cut, market all types or Agricultural and Horticultural crops including food grains, oil palms and seeds, vegetables, floriculture, sugar, fibre, tobacco, other commercial crops and teak wood, etc. II) In respect of 2nd Applicant/2nd Transferor Company: (a) Kottu Oil Private Limited, the Transferor Company No. 2 herein, was incorporated as a Private Limited Company on 14.11.2011, under the Companies Act, 1956 and having its Registered Office situated at H. No. 8-3-224/1/B, 402, Vishnu Classic, Madhura Nagar, Hyderabad - 500 038. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: Subsequent to the above date and till date of filing the Scheme, there has been no change in the issue, subscribed and paid up capital of the First Applicant Company. (c) The main objects of Company, as set out in its Memorandum, in brief, are to carry on the business manufacturers, buyers, sellers, importers, exporters, brokers, stockists, distributors, agents, processors, extractors, job workers, traders, and/or otherwise deal in all types of oils and by products thereof either by crushing or by chemical or any other process from palm oil seeds, til seeds, coconuts, groundnut seeds, rice bran, all types of oil cakes, cotton seeds, soyabean seeds, vanaspati, ghee,, sunflower seeds, copra mahua seeds or any other nut or seed or from all kinds of ingredients or from other oil bearing substances including petroleum, natural gas and to carry on the business as farmers, cultivators, developers, growers of all types of nurseries and plantations of oil palm, seeds, nuts and substances etc. III) In respect of 3rd Applicant/Transferee Company: (a) 3F Oil Palm Agrotech Private Limited, the Transferee Company, was incorporated as a Private Limited Company on 20.07.2010, under the Companies Act, 1956 having its Registered Office situated at 6-3-569/2, First Floor, Rockdale, Somajiguda, Hyderabad - 500 082. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: Subsequent to the above date and till date of filing the Scheme, there has been no change in the issue, subscribed and paid up capital of the First Applicant Company. (c) The main objects of Company as set out in its Memorandum, in brief, are to acquire, takeover, promote, establish and carry on all or any of the businesses of oil seed growers, seed-crushers, and other cereal millers, manufacture of oil from oil palm produce and other seeds, other call cakes and oil extraction by crushing or by chemical or any other processes etc.
(3.) The Applicant Companies propose the Scheme of Amalgamation for the following reasons: (i) Reduction of multiplicity of legal and regulatory compliances, reduction in overheads including administrative, managerial and other expenditure; (ii) Greater integration, financial strength and flexibility for the Transferee Company, which will improve the financial position of the Transferee Company; (iii) Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities, to further improve shareholder's value; (iv) Improved organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly regulated and competitive industry; (v) Benefit of operational synergies to the combined entity in areas such as raw material sourcing, product placement, marketing and sale promotions initiatives, freight optimization and logistics; and (vi) Greater leverage in operations planning and process optimization and enhanced flexibility in product offerings.;