WEST INN LTD Vs. STATE

JUDGEMENT

(1.) BOTH these Company Petitions are filed by the respective petitioner companies for sanction of the scheme of amalgamation of Paronama Builders Private Limited (tansferor company) with West Inn Limited (transferee company) under Section 391 r.w. Section 394 of the Companies Act; 1956.

(2.) IT has been submitted that the transferor company is a private limited company whereas the transferee company is a closely held public limited company. Both the petitioner companies belong to the same group of management. The transferor company was originally promoted in the year 2000, with the object of developing the real estate, however, due to slackness in the real estate market, the company started trading activity for supply of essential commodities to hotels. The transferee company, on the other hand, has been promoted with the object of starting a hotel. The company has made tie up with Fortune Park Hotels Limited, a wholly owned subsidiary of ITC Hotels Limited for operation and marketing of a hotel at Ahmedabad. It has been submitted that the transferee company is a profit making company at present. It has been further submitted that since both the companies belong to the same group of management and the business activities are complementary, the Board of Directors of these companies thought it fit to amalgamate these companies for achieving synergic advantages. The petitions give details of the advantages that would flow by virtue of the amalgamation of these companies.

(3.) IT is further submitted that having procured and produced written approval of all the equity shareholders of the transferee company, vide order passed by this Court dated 28.2.2006 passed in Company Application No.77 of 2006, meeting of the equity shareholders of the transferee company in relation to the proposed scheme of amalgamation as required under Section 391 of the Companies Act, 1956 was dispensed with. It is further submitted that similarly they have procured and produced the written consent of all the equity shareholders and unsecured loan creditors of the transferor company and there being no secured creditors and no unsecured creditors of the transferor company, the meeting of the equity shareholders and the unsecured loan creditors of the transferor company to approve the proposed scheme of amalgamation was dispensed with vide order dated 28.2.2006 passed by this Court passed in Company Application No. 78 of 2006.