TaxTMI 
TaxTMI 
2021 (1) TMI 988
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.... represented by Learned Counsel Mr. Rashid Boatwalla a/w Ms. Lipsa Unadkat i/b M/s. Manilal Kher Ambalal & Co. submits that the present Scheme is Scheme of Amalgamation is between L&T - Gulf Private Limited ("the Transferor Company") and L&T Hydrocarbon Engineering Limited ("the Transferee Company") and their respective shareholders ("Scheme") under the provisions of the Sections 230 to 232 of the Companies Act, 2013. 3. The present Application is filed as the first stage motion petition seeking for dispensation with the meeting of equity shareholders and unsecured creditor. It is also reported that there are no secured creditor in the Applicant Company. 4. The Counsel for the Applicant Companies further submits that the Transferor Co....
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....e Applicant Companies would submit that in view of the above, no reconstruction or arrangement would happen with its shareholders or creditors and moreover all the Equity Shareholders and the Preference Shareholder of the Transferee Company have alredy given their consent to the Scheme of Amalgamation. Consent Affidavits of the Equity Shareholders are annexed at Exhibit "E-1" and Exhibit "E-7" and Consent Affidavit of the Preference Shareholder is annexed at Exhibit "F-1" of the present Company Application. Thus, the Transferee Company does not require to meetings of its either the Equity Shareholders or of the Preference Shareholder for approval of the proposed Scheme. 10. That the convening and holding of meeting of the Unsecured Credi....
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....perating in complementary/similar lines of business and can be conveniently combined for mutual benefit as this would result in cost optimization; * One of the chief reasons necessitating the amalgamation is that the Transferor Company is a wholly owned subsidiary of the Transferee Company as the complete shareholding of the Transferor Company is held by the Transferee Company and its nominee; * The amalgamation will improve organizational capability arising from the pooling of human capital that has diverse skills, talent and vast experience; * The management has decided to consolidate the various business lines of the Transferor Company and the Transferee Company to enable cost competitiveness; * The Sc....
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....l be more than sufficient to discharge their claims. Also, the net worth of the Transferee Company is and will continue to remain highly positive, post-merger. c. The existence of the Transferee Company will remain as before without any change to its shareholding pattern pursuant to the Scheme. 15. Having heard the learned Counsel for the Companies and having perused the records representing the Companies and have perused the records of the present company Application along with material available in record the present company Application deserved to be allowed. Hence it is allowed with following order ORDER a. The Application be and the same is allowed. b. The meeting of the Equity Shareholders and Unsecured Creditors ....