CASBY CFS PVT LTD Vs. STATE

JUDGEMENT

(1.) Sanction of this Court is sought under Section 394 of the Companies Act, 1956 ("the Act") in respect of a scheme of amalgamation between Casby CFS Private Limited ("Transferor") and Casby Logistics Private Limited ("Transferee") and their respective shareholders, whereunder the entire business and the whole of the undertaking of the Transferor shall stand transferred to and vest in the Transferee with effect from the appointed date in terms of the scheme proposed by the Petitioners.

(2.) The Transferor was incorporated on 7th March 2006, and has been carrying on the business of setting up a container freight station. The Transferee was originally incorporated on 9th December 1998, under the name Cassinath Shipping Private Limited. The Registrar of Companies issued a fresh certificate of incorporation on 17th April 2001, changing the name of the Transferee to its present name. The Transferee has been carrying on the business of logistics and port services across India.

(3.) According to the Petitioners, the rationale behind the proposed amalgamation is restructuring of the Casby group. The proposed amalgamation will reduce the shareholding tiers and rationalize investments in the Casby group. Further, the proposed amalgamation would result in improved organizational capability and leadership, strong financial structure to all creditors of the Transferor and the Transferee, lower cost of borrowing, increase operational efficiency, economies of scale, standardization and simplification of business processes, productivity improvement, elimination of duplication and streamlining administrative expenses. The interest of the various stakeholders will be secured and unaffected by the proposed amalgamation.