IN RE Vs. MANJRI STUD FARM PRIVATE LIMITED

JUDGEMENT

(1.) The Counsel for the Applicant Companies states that the present Scheme is an Arrangement between The Manjri Stud Farm Private Limited ("Demerged Company") , Manjri Developers Private Limited ("Resulting Company 1") and Phenomenon Developers Private Limited ("Resulting Company 2") and their respective shareholders. In this Scheme of Arrangement, the Transferor Companv proposes to demerge its SEZ Undertaking into First Transferee Company and its IT Rcsi Undertaking into the Second Transferee Company without winding up of the Transferor Company pursuant to the relevant provisions of the Act.

(2.) The Counsel for the Applicants further submit that the Transferor Companv is engaged in the business of real estate development such as residential development, Special Economic Zone ("SEZ") for IT / ITES, Information Technology Parks ("IT Parks") and other commercial segments. The First Transferee Company is a company engaged in the business of development of real estate construction and development. The Second Transferee Company is engaged in the business of real estate construction and development.

(3.) The Counsel for the Applicants further submit that the Transferor Companv is desirable and expedient to reorganize its business operations. The operations of Transferor Company presently comprises of present and potential rent generating assets where planning is complete and under construction and future development assets which are still at planning stage. In order to ensure sustainable long-term growth, profitability, market share and continuous customer service, it requires focused management attention, different set of skills and resources to meet competitive, regulatory environment and to mitigate risk. With this objective in mind, it is proposed to transfer and vest the SEZ Undertaking into First Transferee Company and IT-Resi Undertaking into Second Transferee Company, by way of demerger, which will enable the Board of Transferor Company ,o focus on the already planned projects as envisaged in the Scheme.