LAWS(NCLT)-2017-12-80

IN RE Vs. TAJ AIR METROJET AVIATION LIMITED

Decided On December 06, 2017
IN RE Appellant
V/S
TAJ AIR METROJET AVIATION LIMITED Respondents

JUDGEMENT

(1.) Perused the Company Scheme Application, along with the Affidavit dated 14th November, 2017 of Mr. Rajeshkumar H. Parekh. Director of the Applicant Company, in support of the Company Scheme Application, and heard Mr. Tapan Deshpande, Advocate for the Applicant Company.

(2.) The proposed Scheme of Amalgamation provides for the amalgamation of the Applicant Company with Taj Air Limited {"Transferee Company") , followed by the dissolution without winding up of the Applicant Company and the consequent cancellation of the equity shares held by the Transferee Company in the Applicant Company ('''Scheme") and various other matters consequential to or otherwise integrally connected with the above pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 in the manner provided for in the Scheme of Amalgamation. The rationale and benefits of the Scheme are: The Applicant Company being the wholly owned subsidiary of the Transferee Company, there is no commercial utility in retaining the Applicant Company as a separate company in the current environment and hence it is sought to be amalgamated with the Transferee Company. The Scheme shall enable the Transferee Company to reap several benefits including: simplification of management structure leading to better administration; reduction in costs from more focused operational efforts, rationalization, standardization and simplification of business processes, elimination of duplication and rationalization of administrative expenses; facilitating direct and indirect tax efficiencies.

(3.) The Applicant Company neither has any secured creditors nor any unsecured creditors. In view of the foregoing and in view of the provisions of Section 230 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the following directions are issued: