Court sanctioned the scheme of amalgamation ensuring compliance with statutory provisions and protection of creditor rights while addressing future liabilities.

ORDER

1. Heard the Professional for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.

2. The sanction of this Tribunal is sought under Sections 2 30 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) to the Scheme of Amalgamation of Yellowstone Fine Chemicals Private Limited (“YFCPL” or “Transferor Company” or “First Petitioner Company”) with and into Laxmi Organic Industries Limited (“LOIL” or “Transferee Company” or “Second Petitioner Company”) and their respective Shareholders (“the Scheme” or “this Scheme”).

3. The Professional for the Petitioner Companies submits that the Transferor Company is primarily engaged in the manufacturing of fluro specialty products and other chemical products and is the wholly owned subsidiary of Transferee Company. The entire share capital of the Transferor Company is held by the Transferee Company along with its nominee shareholders.

4. The Professional for the Petitioner Companies submits that the Transferee Company is primarily engaged in manufacturing of essentials and specialty chemicals (such as acetyl, ketene and diketene).

5. The Professional for the Petitioner Companies further submits that the Scheme of Amalgamation is expected to yield the following benefits:

The Transferor Company is a wholly owned subsidiary of the Transferee Com- pany. The amalgamation of the Transferor Company with and into the Transferee Company is, inter-alia, expected to yield the following benefits:

 The Transferor Company and the Transferee Company are engaged in the same line of business i.e., manufacturing of chemical products. Proposed consolidation of the business operations of the Transferor Company with the Transferee Company by way of amalgamation will therefore lead to a more efficient utilization of capital assets, supply chain, customer relationships and thereby create stronger base for future growth;

 Facilitate flexibility in funding the capex of the Transferor Company, eliminate intra-group transactions and consequent cash flow blockages which shall result in efficient utilization of capital at a group level;

 Assist in rationalizing the corporate structure and reduction of shareholding tiers

 Reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and Transferee Company

 Result in savings of administration and other costs associated with managing separate entities

The amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the respective companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large. The Scheme does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be any reduction in amounts payable to the creditors of the Transferor Company or the Transferee Company, nor there shall be any change in terms with creditors which are adverse to their interest, pursuant to the sanctioning of this Scheme.

6. The Professional for the Petitioner Companies submits that the Petitioner Companies have approved the Scheme by passing Board Resolutions on 21^st May 2024 and have approached the Tribunal for sanction of the Scheme. A certified true copy of Board Resolution of respective Petitioner Companies approving the Scheme are to the Company Scheme Petition. The Appointed Date for the Scheme is 1^st April 2024.

7. The Professional for the Petitioner Companies submits that the Company Scheme Petition has be