AEGIS HEALTHCARE P. LTD. Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by four petitioner companies for sanction of the scheme of arrangement in the nature of amalgamation of Aayush Multilink P. Ltd., LNP Financial Services P. Ltd. and Shree Saibaba Finsec P. Ltd., the transferor companies with Aegis Healthcare P. Ltd., 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 related 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 utilisation 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.) SIMILARLY , vide order dated August 2, 2007, passed in Company Application No. 321 of 2007 in the matter of Aayush Multilink P. Ltd., the transferor company, meetings of equity shareholders and unsecured creditors were dispensed with in view of the written consent letters placed on record. There are no secured creditors and certificate of the chartered accountant for such purpose was produced on the record of the company application.