w w w . L a w y e r S e r v i c e s . i n



In the matter of : Ferro Agro Park Private Limited & Others


Company & Directors' Information:- K. N. C. AGRO LIMITED [Active] CIN = U01500WB2005PLC102657

Company & Directors' Information:- F AND K AGRO PRIVATE LIMITED [Active] CIN = U01111PN1980PTC014563

Company & Directors' Information:- R T AGRO PRIVATE LIMITED [Active] CIN = U15400MH1988PTC122934

Company & Directors' Information:- N M AGRO PRIVATE LIMITED [Active] CIN = U15209DL2000PTC103461

Company & Directors' Information:- K F AGRO PRIVATE LIMITED [Active] CIN = U01132PB1998PTC021937

Company & Directors' Information:- T K M AGRO LIMITED [Active] CIN = U01119TZ2000PLC009159

Company & Directors' Information:- M S AGRO PRIVATE LIMITED [Active] CIN = U01403WB2011PTC163653

Company & Directors' Information:- S K K AGRO PRIVATE LIMITED [Active] CIN = U01110DL2007PTC163157

Company & Directors' Information:- P N AGRO PVT LTD [Active] CIN = U01401WB1992PTC056261

Company & Directors' Information:- B R V AGRO PRIVATE LIMITED [Strike Off] CIN = U15139UP2007PTC034299

Company & Directors' Information:- FERRO INDIA PRIVATE LIMITED [Active] CIN = U51909PN2011PTC141355

Company & Directors' Information:- A A AND A AGRO LIMITED [Converted to LLP] CIN = U01111DL1986PLC025101

Company & Directors' Information:- B. P AGRO INDIA PRIVATE LIMITED [Active] CIN = U15132DL2019PTC357421

Company & Directors' Information:- M Y AGRO PRIVATE LIMITED [Active] CIN = U51221DL2011PTC215043

Company & Directors' Information:- H R D AGRO PRIVATE LIMITED [Active] CIN = U15490PB2006PTC030412

Company & Directors' Information:- C F L AGRO PRIVATE LIMITED [Strike Off] CIN = U01409KA2001PTC028797

Company & Directors' Information:- L K AGRO PRIVATE LIMITED [Active] CIN = U15140MH1998PTC115185

Company & Directors' Information:- H D AGRO PRIVATE LIMITED [Strike Off] CIN = U01111MH1996PTC097451

Company & Directors' Information:- P C L AGRO PRIVATE LIMITED [Active] CIN = U74899DL1992PTC049537

Company & Directors' Information:- A S AGRO PRIVATE LIMITED [Active] CIN = U74899DL1989PTC040467

Company & Directors' Information:- S N N AGRO PRIVATE LIMITED [Active] CIN = U01114JH2016PTC008919

Company & Directors' Information:- R R S AGRO PRIVATE LIMITED [Strike Off] CIN = U15139DL2010PTC209756

Company & Directors' Information:- AGRO PRIVATE LIMITED [Strike Off] CIN = U51101KA1962PTC001475

Company & Directors' Information:- D. J. AGRO PRIVATE LIMITED [Strike Off] CIN = U01112DL1994PTC057414

Company & Directors' Information:- G A AGRO PRIVATE LIMITED [Active] CIN = U01229KL2002PTC015736

Company & Directors' Information:- M K B AGRO PRIVATE LIMITED [Active] CIN = U01100MH1996PTC101802

Company & Directors' Information:- T D K AGRO PRIVATE LIMITED [Active] CIN = U29190BR1991PTC004486

Company & Directors' Information:- S G AGRO PRIVATE LIMITED [Active] CIN = U01122KA1995PTC017091

Company & Directors' Information:- AGRO INDIA PRIVATE LIMITED [Active] CIN = U01407AR2013PTC008381

Company & Directors' Information:- U & V AGRO PRIVATE LIMITED [Active] CIN = U01403TZ2015PTC021823

Company & Directors' Information:- B A B AGRO LTD [Strike Off] CIN = U24231MH1993PLC073114

Company & Directors' Information:- B A B AGRO LTD [Active] CIN = U24233WB1987PLC043179

Company & Directors' Information:- B C M AGRO PRIVATE LIMITED [Active] CIN = U01119WB1999PTC090308

Company & Directors' Information:- K. K. AGRO PVT. LTD. [Strike Off] CIN = U51420WB1987PTC042090

Company & Directors' Information:- H & W AGRO PRIVATE LIMITED [Strike Off] CIN = U01400MH2012PTC238144

Company & Directors' Information:- K D AGRO PRIVATE LIMITED [Converted to LLP] CIN = U15312DL2005PTC131996

Company & Directors' Information:- H R AGRO PRIVATE LIMITED [Active] CIN = U01119PB1995PTC016403

Company & Directors' Information:- C K N AGRO PRIVATE LIMITED [Active] CIN = U01300KL2020PTC064742

Company & Directors' Information:- A Q AGRO PVT LTD [Under Process of Striking Off] CIN = U51209WB2006PTC109930

Company & Directors' Information:- S E AGRO PRIVATE LIMITED [Active] CIN = U52500AP2016PTC103446

Company & Directors' Information:- S U B AGRO PRIVATE LIMITED [Active] CIN = U24129PN2000PTC015404

Company & Directors' Information:- A S G AGRO LIMITED [Strike Off] CIN = U01119HR2004PLC035459

Company & Directors' Information:- T & T AGRO PRIVATE LIMITED [Active] CIN = U01132WB1999PTC090368

Company & Directors' Information:- C L AGRO PRIVATE LIMITED [Strike Off] CIN = U74120UP2012PTC051898

Company & Directors' Information:- P M S AGRO PVT LTD [Strike Off] CIN = U29211PB1994PTC014448

Company & Directors' Information:- B R K AGRO PRIVATE LTD [Strike Off] CIN = U29211PB1994PTC014302

Company & Directors' Information:- R E I AGRO LTD. [Active] CIN = U01111WB1994PLC065082

Company & Directors' Information:- P & S AGRO INDIA LIMITED [Strike Off] CIN = U01403MH2011PLC214782

Company & Directors' Information:- D N D AGRO (INDIA) LIMITED [Active] CIN = U01403PN2011PLC139235

Company & Directors' Information:- L C A AGRO PRIVATE LIMITED [Strike Off] CIN = U01112UP2005PTC029657

Company & Directors' Information:- V M G AGRO INDIA LIMITED [Active] CIN = U01100MP2011PLC026434

Company & Directors' Information:- G D AGRO PRIVATE LIMITED [Strike Off] CIN = U24122UP1993PTC015164

Company & Directors' Information:- P B AGRO PRIVATE LIMITED [Amalgamated] CIN = U26960MH1990PTC057137

Company & Directors' Information:- R A P AGRO INDIA PVT LTD [Strike Off] CIN = U14200WB2006PTC107514

Company & Directors' Information:- G T AGRO INDIA PRIVATE LIMITED [Strike Off] CIN = U74899DL2005PTC142577

Company & Directors' Information:- F AND K AGRO PVT LTD [Strike Off] CIN = U29248PN1980PTC022759

Company & Directors' Information:- E M AGRO (INDIA) PRIVATE LIMITED [Strike Off] CIN = U02001UP1997PTC022261

Company & Directors' Information:- J S AGRO PRIVATE LIMITED [Strike Off] CIN = U01300PB1993PTC013943

Company & Directors' Information:- A N AGRO PRIVATE LIMITED [Strike Off] CIN = U01119DL1996PTC081855

Company & Directors' Information:- V R L AGRO PRIVATE LIMITED [Strike Off] CIN = U85110KA1999PTC024717

Company & Directors' Information:- P. S. R. AGRO PRIVATE LIMITED [Active] CIN = U24248UP1974PTC004017

Company & Directors' Information:- O N AGRO PRIVATE LIMITED [Active] CIN = U74899DL1988PTC031986

Company & Directors' Information:- FERRO AGRO PARK PRIVATE LIMITED [Amalgamated] CIN = U01400GJ2010PTC060507

Company & Directors' Information:- K R S AGRO PRIVATE LIMITED [Strike Off] CIN = U01400PN2011PTC141711

Company & Directors' Information:- J K AGRO PRIVATE LIMITED [Strike Off] CIN = U74900PY2011PTC002548

Company & Directors' Information:- W B S AGRO PRIVATE LIMITED [Active] CIN = U01122PB2003PTC025879

Company & Directors' Information:- G T M AGRO PRIVATE LIMITED [Strike Off] CIN = U01100MH2005PTC150816

Company & Directors' Information:- Y K AGRO PRIVATE LIMITED [Converted to LLP and Dissolved] CIN = U74999DL2013PTC250398

Company & Directors' Information:- N P M AGRO PRIVATE LIMITED [Strike Off] CIN = U15494DL2011PTC214942

Company & Directors' Information:- B L B AGRO PRIVATE LIMITED [Strike Off] CIN = U51200DL2012PTC244511

Company & Directors' Information:- D A AGRO PRIVATE LIMITED [Active] CIN = U74900DL2015PTC288168

Company & Directors' Information:- D. B. AGRO PRIVATE LIMITED [Active] CIN = U01100MP2010PTC025035

    CA(CAA) No. 57/NCLT/AHM of 2019

    Decided On, 01 May 2019

    At, National Company Law Tribunal Ahmedabad

    By, THE HONOURABLE MR. HARIHAR PRAKASH CHATURVEDI
    By, JUDICIAL MEMBER & THE HONOURABLE MS. MANORAMA KUMARI
    By, JUDICIAL MEMBER

    For the Petitioner: Swati Soparkar, Advocate. For the Respondents: ------



Judgment Text

Manorama Kumari, Member (J).

This Application is filed jointly by three Applicant Companies, Ferro Agro Park Private Limited, the Applicant Transferor Company No. 1, Shubhalakshmi Petro-Yarns Private Limited, the Applicant Transferor Company No. 4 and Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company under Sections 230 to 232 read with section 66 of the Companies Act, 2013 (hereinafter referred to as 'the Act read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (hereinafter referred to as 'the rules'). The Scheme of Arrangement involves amalgamation of Ferro Agro Park Private Limited, Shubhalakshmi India Commerce Private Limited, Samridhi Global Industries Private Limited and Shubhalakshmi Petro-Yarns Private Limited with Shubhlaxmi Dyetex Private Limited and Restructure of share capital of Shubhalakshmi Petro-Yarns Private Limited and Shubhlaxmi Dyetex Private Limited. However, the two Transferor companies, viz. Shubhalakshmi India Commerce Private Limited, the Transferor Company No. 2 and Samridhi Global Industries Private Limited, the Transferor Company No. 3 are situated in Mumbai and hence the requisite procedure is undertaken by Shubhalakshmi India Commerce Private Limited, Transferor Company and Samridhi Global Industries Private Limited, Transferor Company before Mumbai Bench of NCLT.

2. The registered offices of the Applicant companies are situated in Surat in the state of Gujarat, and are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad.

3. It is stated that one of the three Applicant Companies is a small company considering the criteria of capital. However, all the Applicant Companies have opted to file the present proceedings under section 230 to 232 of the Companies Act, 2013.

4. It is stated that all the Applicant Companies are empowered by their respective Memorandum of Association to enter into Scheme of Arrangement. Copies of Memorandum of Association of all the three Applicant Companies are annexed to the application as Annexure A. B and C. The Audited Financial Statement of the Applicant Companies as on 31st March 2018 are annexed to the application as Annexure A- 1, B-l and C-l and also Unaudited Provisional Financial Statements as on 30th November 2018 are annexed to the application as Annexure A-2, B-2 and C-2. The Applicant Companies have also submitted the documents in respect of the two Transferor Companies based at Mumbai who have initiated the proceedings at Mumbai Bench for amalgamation with the Applicant Transferee Company and are annexed to the application as Annexure D. D-l and D-2 and E. E-l and E-2 respectively.

5. It is stated that all three Applicant Companies belong to the same group of management. The Board of Directors of the Applicant Companies . believe that the proposed Composite Scheme of Merger and Arrangement would, inter alia, have the following benefits:

1) Synergies arising out of consolidation of business will lead to enhancement of net worth of the combined business and reflection of true net-worth in the financial statements and would lead to improved alignment of debt and enhancement in earnings and cash flow.

2) Enables pooling of resources of the Transferor Companies, resulting in more productive utilisation of said resources which would be beneficial to all the stakeholders.

3) Results in financial resources being efficiently merged and pooled leading to more effective and centralised management of funds, greater economies of scale, stronger base for future growth and reduction of administrative overheads, would optimize the valuation of the consolidated entity and enable fund raising for future expansion.

4) Facilitates in focused growth, operational efficiency, integration synergies and better supervision of the business of the entities.

5) Enables to enhance business potential and increased capability to offer a wider portfolio of products and services.

6) Leads to greater efficiency in the management of the businesses, facilitate scaling in operation and reduction in regulatory compliance's.

7) Improves and consolidates internal controls and functional integration at various levels of the organization such as information technology, human resources, finance, legal and general management leading to an efficient organization capable of responding swiftly to volatile and rapidly changing market scenarios.

8) The reduction of capital in the manner proposed would enable Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company and Shubhalakshmi Petro-Yarns Private Limited, the Applicant Transferor Company No. 4 to have a rational capital structure which is commensurate with their respective business. With a view to increase the managerial efficiency and streamline shareholding and control of these Companies, the management of these Companies have proposed to reorganise the capital structure of Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company and Shubhalakshmi Petro-Yarns Private Limited, the Applicant Transferor Company No. 4.

6. Copy of the Valuation Report provided by N. S. Kumar & Co. Chartered Accountants for the proposed Exchange Ratio of Shares to be issued by the Applicant Transferee Company to the shareholders of the Transferor Companies is annexed with the application as Annexure F. The proposed Scheme was approved by the Board of Directors of all the Applicant Companies by separate Board Resolutions dated 4th March 2019. Copies of the Board Resolutions are annexed to the Application as Annexure G. A copy of the Scheme of Arrangement is annexed as Annexure H.

7. It is stated in the application that there are no proceedings or investigations pending against any of the Applicant Companies under Sections 210 - 217, 219, 220, 223, 224, 225, 226 & 227 of the Companies Act, 2013 and/or sections 235 to 251 of the Companies Act, 1956. There are no winding up petitions pending against any of the Applicant Companies. The Statutory Auditors of the Applicant Transferee Company has provided the certificate confirming the proposed Accounting Treatment being in conformity with the Applicable Accounting Standards. The said certificate is annexed with the application as Annexure I.

8. The following are the reliefs prayed by the Applicant Companies:

A. That meeting of the Equity Shareholders of Ferro Agro Park Private Limited, the Applicant Transferor Company be directed to be convened.

B. That Separate meetings of the Equity Shareholders of two categories viz. (i) shareholders whose shares are proposed to be continued and (ii) shareholders whose shares are proposed to be cancelled of Shubhalakshmi Petro-Yarns Private Limited, the Applicant Transferor Company be directed to be convened.

C. That separate meetings of the Equity Shareholders of two categories viz. (i) shareholders whose shares are proposed to be continued and (ii) shareholders whose shares are proposed to be cancelled of Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company be directed to be convened.

D. That separate meetings of the Unsecured Creditors of all the three Applicant Companies be directed to be convened.

E. That meetings of the Secured Creditors are not necessary as there are no Secured Creditors in any of the Applicant Companies.

9. Heard the submissions made in this regard by Mrs. Swati Soparkar, learned advocate for the Applicant Companies.

9.1 It is submitted that all the three Applicant Companies are private limited companies and have limited number of shareholders. Ferro Agro Park Private Limited, the Applicant Transferor Company No. 1 has 2 Equity Shareholders and Shubhalakshmi Petro-Yarns Private Limited, the other Applicant Transferor Company No. 4 has 19 Equity Shareholders. Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company has 40 Equity Shareholders. Since the specific approval is required to be obtained for reduction of share capital by way of cancellation of shares of some of the Equity Shareholders, it is thought appropriate by the Applicant Companies to seek such approval at duly convened meetings.

9.2 It is stated that Applicant Transferor Company No. 1 has 2 Unsecured Creditors and the Applicant Transferor Company No. 4 has 3 Unsecured Creditors whereas the Applicant Transferee Company has 8 Unsecured Creditors. It is thought appropriate by the Applicant Companies to seek directions to convene separate meetings of these Unsecured Creditors for the purpose of considering and approving the proposed Scheme of Arrangement.

9.3 It is stated that neither of the Applicant Companies has any Secured Creditors.

10. Certificates from the Chartered accountants confirming the number of Shareholders, Secured Creditors and Unsecured Creditors of each of the Applicant Companies are annexed with the application as Annexure J. K and L respectively.

11. Having perused the entire material on record, this Tribunal passes the following order:

(i) Meeting of Equity Shareholders of Ferro Agro Park Private Limited, (FAPPL), the Applicant Transferor Company shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 at 1.30 p.m. for i the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(ii) Meeting of Unsecured Creditors of Ferro Agro Park Private Limited, (FAPPL), the Applicant Transferor Company shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 at 2.15 p.m. for the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(iii) Separate meetings of Equity Shareholders of two categories, viz. (i) shareholders whose shares are proposed to be cancelled and (ii) shareholders whose shares are proposed to be continued of Shubhlaxmi Petro-Yarns Private Limited, the Applicant Transferor Company No. 4, shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 respectively at 11.15 a.m. and 12.00 noon; for the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(iv) A meeting of Unsecured Creditors of Shubhlaxmi Petro-Yarns Private Limited, the Applicant Transferor Company shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 at 12.45 p.m. for the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(v) Separate meetings of Equity Shareholders of two categories, viz. (i) Shareholders whose shares are proposed to be cancelled and (ii) shareholders whose shares are proposed to be continued of Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company, shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 respectively at 9.00 a.m., and 9.45 a.m.; for the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(vi) Meeting of Unsecured Creditors of Shubhlaxmi Dyetex Private Limited, the Applicant Transferee Company shall be convened and held at the registered office of the Applicant Transferee Company at 418, Jeevan Deep Complex, Opp. J. K. Tower, Ring Road, Surat 395 002 in the state of Gujarat on Friday, 14th June 2019 at 10.30 a.m. for the purpose of considering and, if thought fit, approving the proposed Composite Scheme of Arrangement, with or without modifications;

(vii) Meetings of the Secured Creditors of all the three Applicant Companies are not required as there are no secured creditors in any of the Applicant Companies, as confirmed by the Chartered Accountants.

(viii) At all the aforesaid meetings of Equity Shareholders and Unsecured Creditors, voting shall be carried out through ballot/polling paper at the venue of the meeting.

(ix) At least 30 days before the date of the meetings, a notice in Form No. CAA 2 convening the aforesaid meetings indicating the day, the date, the place and the time as aforesaid, together with a copy of the Composite Scheme of Arrangement, copy of the Explanatory Statement required to be sent under Section 102 of the Act, read with Sections 230 and 232 of the Act and Rule 6 of the Companies (CAA) Rules, 2016 and the prescribed Form of Proxy shall be sent to each of the Equity Shareholders as well as Unsecured Creditors of the respective Applicant Companies at their respective or last known addresses either by Registered Post/Speed Post or by Courier or by e mail. The notices shall be sent to all the Equity Shareholders and Unsecured Creditors of the said Applicant Companies with reference to Company records as on 28th February 2019.

(x) At least 30 days before the date of meetings, publication about convening of the aforesaid meetings, indicating the day, the date, the place and the time as aforesaid, shall be published once in English Daily Indian Express' Surat Edition and Gujarati translation thereof in Gujarati daily 'Sandesh' Surat edition. The publication shall also indicate that the Copy of the Composite Scheme of Arrangement together with the statement required to be furnished pursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act and the prescribed proxy form can be obtained free of charge at the Registered Office of the Applicant Companies or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016.

(xi) The quorum for the meetings of Equity Shareholders shall be 2 (Two) and quorum for Unsecured Creditors shall be 2 (Two) persons present in person or by au

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thorised representative. (xii) Mr. Balubhai Patel, an Independent Practicing Chartered Accountant and failing him Shri Parth Dadawala, an Independent Practicing Chartered Accountant, shall be the Chairperson of the aforesaid meetings, to be held on 14 June 2019 and in respect of any adjournment or adjournments thereof. (xiii) Mr. Shalin M. Jain, Practicing Company Secretary having Registration CP No 21379, is hereby appointed as the scrutiniser for the said meetings. (xiv) In compliance of Sub-section (5) of Section 230 of the Act and Rule 8 of the Rules, all the Applicant Companies shall send a Notice under sub-section (3) of Section 230 read with Rule 6 of the Rules with a copy of the Scheme of Arrangement, the Explanatory Statement and the disclosures mentioned in Rule 6 to (1) Central Government through the Regional Director, North Western Region, (2) the Registrar of Companies, Gujarat; (3) the Income Tax Authorities and (4) the Official Liquidator, only in respect of Applicant Transferor Companies. The said notices be sent either by Registered Post or by Speed Post or by Courier or by Hand Delivery at the offices of the aforesaid statutory authorities as required by sub-rule (2) of Rule 8 of the Rules. The aforesaid statutory authorities, who desire to make any representation under sub-section (5) of Section 230 shall send the same to this Tribunal within a period of 30 (Thirty) days from the date of receipt of such notice, failing which it will be deemed that they have no representation to make on the proposed Arrangement. 12. This Company Application is disposed of accordingly.
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