KOMAL MARKETING PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THE present petition under Sections 391 to 394 of the Companies Act, 1956, has been preferred by Komal Marketing Private Limited (the Transferor Company), which is a wholly owned subsidiary Company of GSEC Limited (the Transferee Company), seeking sanction of the Scheme in the nature of amalgamation of Komal Marketing Private Limited with GSEC Limited. A copy of the Scheme has been produced at Exhibit -C to the petition.

(2.) THE details of the incorporation of the petitioner -Transferor Company as well as those regarding the authorised Share Capital of the petitioner and the objects of the Company, as set out in the Memorandum of Association, have been enumerated in the petition.

(3.) IT is stated that the petitioner -Transferor Company is a wholly owned subsidiary of the Transferee Company. The Scheme of Arrangement in the nature of amalgamation of the subsidiary Transferor Company with the holding Transferee Company has been proposed with a view to availing synergic benefits of merging the wholly owned subsidiary with the holding Company. It is stated that the merger will improve the efficiency of the Transferee Company. The details of the Transferee Holding Company have also been set out in the petition.