IN RE Vs. GAMMON INDIA LIMITED AND ORS

JUDGEMENT

(1.) Heard learned counsel for parties.

(2.) The present Scheme of Arrangement pertains to transfer of the T&D Undertaking (defined in the Scheme) of Gammon India Limited ("GIL" or "Transferor Company"), a company incorporated under the Act (hereinafter defined) with registered office at Gammon House, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025 and engaged in, inter alia, the business of civil engineering, design and construction of power transmission and distribution, into Transrail Lighting Limited ("TLL" or "Transferee Company"), a company incorporated under the Act with registered office at R:F, 3rd:WP: Hamilton House, J.N. Heredia Marg, Ballard Estate, Mumbai 400 038 and engaged in, inter alia, the business of designing, manufacturing, installation and supply of engineered galvanized steel monopoles for transmission and distribution of power, street light poles, HI-masts, stadium masts, telecom monopoles, swaged poles with a capacity of 40,000 MT per annum. Transfer of the T&D Undertaking by GIL to TLL would help in achieving the desired operating structure and shall inter alia have the following benefits (i) To create a sector focused company, (ii) To enable investment by a strategic investor, (iii) Ring-fence businesses from each other, and (iv) Deleverage the balance sheet of GIL.

(3.) The Petitioner Companies have approved the said Scheme of Arrangement by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.