ZENTA PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) PETITIONER before me is a transferee company.

(2.) THE scheme of amalgamation is between petitioner and one Zenta International, ICP Limited, Alpha Ventura Ltd. and Zenta Private Ltd.

(3.) IT is not in dispute that the first amalgamating company, first transferor company and second transferor company are carrying on business and registered as companies outside India and more particularly under the laws of Mauritius. Their capital structure is also referred to. It is proposed to amalgamate these companies into petitioner by transfer and vesting of undertaking and entire business of each amalgamating company as a going concern. It is pointed out in para 18 of the petition that first amalgamating company is the wholly owned subsidiary of petitioner whereas 2nd and 3rd amalgamating companies hold nearly 50% of the issued and paid up share capital of the petitioner. The scheme claims at eliminating redundant companies. Salient features are also set out and it is the transferee company which is seeking sanction. In para 25 of this petition, this is what is stated:-