M/s Avanti Thai Aqua Feeds Private Limited v. -
Case brief
What is this about?
The Court sanctioned a proposed scheme of amalgamation between two companies engaged in the shrimp feed business. The Court held that a creditor meeting is not mandatory if creditors are unlikely to be adversely affected and their interests are secured via a bank guarantee. The scheme was deemed beneficial and in public interest.
What did the court decide?
Sanction of scheme of amalgamation subject to furnishing of a bank guarantee for Rs.5,89,62,295/- to the Government of Andhra Pradesh.
What the court decided
THE HON’BLE SRI JUSTICE RAMESH RANGANATHAN COMPANY PETITION Nos.23 AND 24 of 2012 COMMON ORDER:
These company petitions, under Sections 391 and 394 of the Companies Act, are is filed by M/s Avanti Thai Aqua Feeds Private Limited (hereinafter referred to as “the transferor company”) and Avanti Feeds Limited (hereinafter referred to as “the transferee company”) seeking sanction of this Court to the proposed scheme of amalgamation.
The transferor company was incorporated as a private limited company in the State of Andhra Pradesh on 20.11.2008. Its registered office is situated at Hyderabad. Its authorized capital, as at 31.3.2011, was Rs.7.85 Crores divided into 78.50 lakhs equity shares of Rs.10/each. Its issued, subscribed and paid up capital, as at 31.3.2011, was Rs.7,83,96,000/- divided into 78,39,600 equity shares of Rs.10/- each fully paid up. The main objects of the transferor company are to manufacture, produce, make, process, mix, refine, prepare, pack, store, sell, import, export and deal in all kinds of machinery, equipment, medicines, chemicals, feeds, supplements, nutritive and additives used in aquaculture, poultry and live stock and to act as procurers, processors, dealers, importers, representatives, consultants and collaborators in all matters relating to the business of aquatic products, poultry products and other stock products and their by-products; to establish and carry on the business of rearing, catching, culturing, hatchery, breeding, cultivating, harvesting all varieties of marine products such as shrimp, prawn, lobster, crab, fish, shell fish or other aquatic animals or plants or part thereof, whether in inland waters or in the seas or in land by operation of mechanized trawlers, boats, country boats or otherwise and to process through manual, mechanical,
chemical, and such other means, and to pack and prepare them or any product or by-product therefrom for sale and delivery in foreign and inland markets. For the year ending 31.3.2011, the transferor company made a profit before tax of Rs.18,76,381/-, and its profit after tax was Rs.11,87,827/-. Its reserves and surplus, as at 31.3.2011, was Rs.27,54,683/-.
Issues for consideration
3 issues framed by the court
Whether a meeting of creditors is mandatory when a scheme of amalgamation between a company and its members is proposed.
Whether the proposed scheme of amalgamation is fair, just, reasonable and in the public interest under Section 394 of the Companies Act.
Whether the sanction of the scheme of amalgamation should be conditioned upon the furnishing of a bank guarantee for the sales tax deferment liability.
Parties & counsel
- petitioner
M/s Avanti Thai Aqua Feeds Private Limited
- petitioner
Avanti Feeds Limited
Coram
Ramesh Ranganathan
Case details
As recorded by the court registry
- Court
- Telangana HC
- Decided on
- · April
- Registered
- Case no.
- CP/23/2012
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