GALLOPS REALTY PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by the petitioner companies for sanction of a composite scheme of arrangement in the nature of purchase of shares and de-merger of Hotel business of Gallops Realty Pvt. Ltd. , the demerged company to Atithya Inn Pvt. Ltd. , the resulting company and consequent reconstruction of share capital of the de-merged company under Section 391 read with Section 394 read with Section 78 and 100 to 104 of the Companies Act, 1956.

(2.) IT has been submitted that with the object of realignment of the shareholding pattern of the de-merged company as agreed between the shareholders, the proposed scheme envisages the purchase of equity shares from shareholders and subsequent cancellation and reduction of equity share capital by the de-merged company.

(3.) IT has been further submitted that the de-merged company is presently engaged in two different activities, viz. Development of real estate projects as well as development and operating of hotels. The resulting company is a newly incorporated company and will be engaged exclusively in the business of development and operating of hotels. It has been submitted that with the object of providing focussed attention to the real estate development and hotel business separately, Board of Directors thought it appropriate to spin off the hotel business of Gallops into a separate company and continue with the activity of Real Estate Development. Post arrangement the entire Hotel Business will be concentrated in Atithya Inn. The petitions give details of synergies and benefits that is envisaged due to the proposed arrangement.