Approval for merger facilitates business consolidation, reducing operational costs while adhering to legal standards.

ORDER

Per:Bidisha Banerjee, Member (Judicial)

1. The instant Company Petition has been filed under Section 230 to 232 of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Arrangement between Sai Surfactants Pvt Limited (Transferee Company/Petitioner 1) and Sai Bulk Bags Private Limited (Transferor Company1/ Petitioner 2), Bhagirathi Packaging Private Limited (Transferor Company 2/ Petitioner 3) and their respective shareholders. The Scheme provides for merger of Petitioners 2 and 3 with the Transferee Company from the Appointed Date, viz 1^st April, 2022 in the manner and on the terms and conditions stated in the said Scheme of Arrangement (“Scheme”).

Details of the Petitioner Companies are as follows:

2. The Petition has now come up for final hearing. The Ld. Authorized Representative for the Petitioners submits as follows: -

(i) The Scheme was approved by the respective Board of Directors of all the Petitioner Companies at their meetings held on 14^th November, 2022 respectively.

(ii) The circumstances which justify and have necessitated the Scheme and the benefits of the same are, inter alia, as follows: -

• Reduction of multiple entities and consolidation of business of industrial packaging material into Transferee Company

• Pooling of resources, creation of a strong capital base, consolidation of operations and business relevant for growth of the Transferee Company which is beneficial for all its’ stakeholders;

• Reduction of administrative costs, operative and overhead expenses which would further lead to cost efficiency and optimum utilization of the available resources; and • Result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and Transferee Company; and • Effective Management Control and Improved organizational capability arising from pooling of financial, technical and managerial resources.

(iii) The Statutory Auditor of the Petitioner No. 1 i.e., Transferee Company has by their certificate dated 31^st December, 2022 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 .

(iv) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners.

(v) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report of a Registered Valuer.

(vi) The shares of the Petitioner Companies are not listed on any stock exchange.

3. By an Order dated 19^th June, 2023 in Company Application (CAA) No. 70/KB/2023 this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230 to 232 of the Act.

(i) In view of the consents given on affidavit by all the Equity Shareholders of Applicant 1 and 2, meetings of the Equity Shareholders of the Applicant 1 and 2 are dispensed with under Section 230 (1) read with Section 232 (1) of the Act.

(ii) In view of the consents given on affidavit by all the Preference Shareholders of Applicant 1, meeting of the Preference Shareholders of the Applicant 1 is dispensed with under Section 230 (1) read with Section 232 (1) of the Act.

(iii) In view of fact that the 98.86% of the value of Unsecured Creditors of the Applicant 2 have given their consent, meeting of the Unsecured Creditors of the Applicant 2 is dispensed with.

(iv) In vi