SANDY ESTATE LIMITED Vs. LANDBASE INDIA LIMITED

JUDGEMENT

(1.) These are petitions filed by the petitioners under Section 391(1) of the Companies Act praying for sanction of the scheme of amalgamation of the transferor company with that of the transferee company. The petitioner in C.P. 231/97 is M/s. Sandy Estates Limited which is the transferor company. The said company was incorporated on 31st March 1992 with its registered office at New Delhi. The objects for which the transferor company was incorporated have been set out in detail in the Memorandum & Articles of Association of the company which is on record.

(2.) On the other hand, the transferee company, namely, M/s. Landbase India limited, is the petitioner in C.P. No.232/97. The said transferee company was incorporated on 24.1.1992 having its registered office at New Delhi. The objects for which the transferee company was incorporated have been set out in detail in the Memorandum & Articles of Association of the said company which is also placed on record.

(3.) During the course of carrying on its business, the transferor company entered into an agreement with the transferee company to develop and construct and/or build a condominium complex. The plot of land on which the aforesaid complex was intended to be built is in the ownership of the transferor company. It is stated in the petition that the transferor company is a 100% wholly owned subsidiary of the transferee company. Accordingly, it is stated that the managements of the transferor company as well as the transferee company felt that in view of the fact that both the companies have been pursuing the same line of activity, there was no point to have separate companies and that it would be advantageous to combine the activities in a single company. In the light of the aforesaid intention, a scheme of amalgamation was propounded which was duly approved by the Boards of Directors of the transferor company as also of the transferee company.