SAFAL REALTY P. LTD. Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by three petitioner companies for sanction of the scheme of arrangement in the nature of amalgamation of Deep Infrastructure Private Limited and Safal Infrastructure Private Limited, the transferor companies with Safal Realty Private Limited, the transferee company under Section 391 read with Section 394 of the Companies Act, 1956 (hereinafter referred to as 'the Act'). All the petitioner companies belong to the same group of management.

(2.) THE transferor companies and the transferee company belong to the same group of management and are engaged in a similar line of commercial activities in the realty sector. Moreover, the business line is similar as well as complementary in nature, hence, the board of directors of all these companies thought it fit to amalgamate them for achieving synergic advantages. It is thought fit to consolidate all the operations under one company. This would lead to benefits of economies of the scale, make administration easier and control systems more efficiently. The amalgamated company would be in a position to maximise its profits through optimum utilization of its resources and minimising administration and operational costs. This will also result in enhancement of financial strength and flexibility. It will also give the amalgamated entity a competitive edge in the market due to enhanced product range, increased research capabilities and establish distribution network. Thus, the amalgamation would be in the mutual advantage of both the transferor and the transferee companies.

(3.) IN the same manner, vide order dated September 13, 2007, passed in Company Application No. 344 of 2007, in the case of Safal Infrastructure Private Limited, meetings of all the equity shareholders as well as all unsecured creditors and the secured creditors were dispensed of with in view of the written consent letters placed on record.