SUJAL LEASING & FINANCE PVT LTD Vs. STATE

JUDGEMENT

(1.) COMPANY Petition Nos.219 of 2006 to 222 of 2006 are filed by Sujal Leasing & Finance Pvt. Ltd., Tauras Infosys Ltd., Excell Multitech Ltd. and Seer Finlease Pvt. Ltd. respectively (all transferor companies) to consider and if thought fit to sanction the proposed scheme of amalgamation of the above referred transferor companies with Zenet Software Ltd. (the transferee company). Company Application No.223 of 2006 is filed by Zenet Software Ltd. (the transferee company) also to consider and if thought fit to sanction with or without modifications the proposed scheme of amalgamation of transferor companies into transferee company.

(2.) SO far as Company Petition No. 219 of 2006 is concerned, it is submitted that having procured and produced the written approval of all the equity shareholders and unsecured creditors of the company and there being no secured creditors, pursuant to the order passed by this Court dated 17 -11 -2006 passed in Company Application No.606 of 2006, the meetings of the equity shareholders and the unsecured creditors in relation to the proposed scheme of amalgamation as required under section 391(2) of the Companies Act, 1956 were dispensed with.

(3.) IT is submitted that it is considered advantageous to amalgamate the transferor companies with the transferee company. It is also further submitted that the amalgamation would result in optimum utilization of the management and other resources and would reduce the administrative costs. It is also further submitted that the resources of the companies will be conveniently merged and pooled together leading to a more effective and centralized management and reduction in administrative expenses and overheads which are presently being multiplicated because of separate entities. It is further submitted that the amalgamation will result in the larger pool of financial and other resources, which will enable the amalgamated company to broaden its asset base and in long run improve financial gearing.