PLATINUM VENEERS PVT LTD Vs. STATE

JUDGEMENT

(1.) THE object of these two petitions is to obtain sanction of this Court to the proposed scheme of amalgamation of the transferor Companies with the transferee Company whereby all the properties, assets, rights and claims whatsoever of the transferor companies and their entire underlinings together with all their rights and obligations relating thereto are proposed to be transferred to and vest in the transferee company on the terms and conditions stated in the scheme of amalgamation.

(2.) THE Platinum Veneers Pvt. Ltd., the petitioner Company in Company Petition No.262 of 2008 was incorporated on 10.2.1987 and Galaxy Decor Pvt. Ltd., the Company in Company Petition No.263 of 2008 was incorporated on 17.10.1996. The transferee company i.e. Greenply Industries Ltd., was incorporated on 28.11.1990 as a Private Limited Company by shares under the provisions of the Companies Act, 1956, under the name and style of Mittal Laminates Pvt. Ltd. Thereafter, on 1.11.1994 the Company was converted into public limited from Mittal Laminates Pvt. Ltd., to Mittal Laminates Ltd. Subsequently, on 17.1.1996 the name of the Company was changed to its present name and the Company obtained fresh certificate of incorporation consequent to change of name from the registrar of Company, Shillong. The registered office of the transferee company is situated at Mukam Road, P.O. Tinsukia in the State of Assam.

(3.) BOTH the petitioner companies are transferor companies and are carrying on the common business of manufacturing and dealing in plywood and its allied products. The petitioner companies are fully owned subsidiaries of the transferee company. The shares of the transferee company are listed with Bombay Stock Exchange and National Stock Exchange. In order to integrate the fields of activities of the companies and for improving overall business efficiency, to streamline administration of the companies and in the overall interest of future growth and diversification of the business of the companies the present scheme is proposed to amalgamate the transferor companies with the transferee company. The scheme would be complimentary to all the companies for their mutual benefit. The proposed scheme would result in economics of scale, reduction in overheads and other expenses, reduction in administrative and procedural work, elimination of duplication of work, better and more productive and effective utilization of the combined resources of all the companies and would enable the amalgamated company to effect internal economics and optimize productivity. The scheme would also result in optimum growth and development of the business of the companies concerned and exploitation of the potential thereof. The scheme would also enable the underlining and business of all the companies to obtain greater facilities possessed and enjoyed by one large company compared to a number of small companies for raising capital, securing and conducting trade on favourable terms and other benefits. The scheme would enable the companies concerned to rationalize and streamline their management, business and finances and would give way for better and more productive and economical control of the running of the operations. The business of all the companies can be conveniently and advantageously combined together and in general, will be carried on more economically and profitably under the scheme. The scheme would contribute in furthering and fulfilling the objects of the companies concerned and in the growth, expansion and development of their business. The scheme would have beneficial results for the companies concerned, their shareholders, employees and all concerned.