JUDGMENT :

S.D. Shah, J.

1. Mafatlal Industries Limited (hereinafter referred to as "MIL" for brevity) is the transferee company, which has moved this petition for sanction of this court to the scheme of amalgamation of Mafatlal Fine Spinning and Manufacturing Co. Ltd. (hereinafter referred to as "MFL" for brevity), the transferor company under section 391(2) of the Companies Act, 1956.

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2. The transferor company, MFL, is proposed to be amalgamated with the petitioner company under the following circumstances and for the following reasons :

(1) The proposed amalgamation will pave the way for better, more efficient and economic control in the running of operations.

(2) Economies in administrative and management costs will improve in combined profitability.

(3) The amalgamated company will have the benefit of the combined reserves, manufacturing assets, manpower and cash flows of the two companies. The combined technological, managerial and financial resources are expected to enhance the capability of the amalgamated company to invest in larger and sophisticated projects to ens