IN RE Vs. L & T VALVES LTD

JUDGEMENT

(1.) It is a case of demerger between two unlisted public companies namely L & T Valves Ltd. (demerged company) and L & T Electricals & Automation Ltd. (resulting company). Each company filed separate application, i.e., TCA No. 1020/2016 by demerged company and TCA No. 1021/2016 by resulting company stating that demerged company is engaged in the business of manufacturing valves for various industries and resulting company is engaged in the business of manufacturing medium voltage switch gear products. These two companies are wholly owned subsidiaries of Larsen & Toubro Ltd. which is public limited company with securities listed in Bombay Stock Exchange as well as National Stock Exchange. The senior counsel Shri Darius Khambata appearing on behalf of the applicants submits that these applications were originally filed under section 391 read with section 394 of Companies Act, 1956 ('old Act') before the hon'ble High Court of Bombay for grant of scheme of demerger for transfer of Manapakkam undertaking of demerged company to resulting company for sale consideration of Rs. 7.38 crore calling it as Manapakkam Scheme, by which, the plant, machinery and immovable properties of Manapakkam undertaking will be transferred from demerged company to resulting company.

(2.) As the jurisdiction relating to schemes and arrangements have been conferred upon National Company Law Tribunal, all merger and amalgamation matters except matters posted for orders were transferred from respective hon'ble High Courts to the Tribunals, and those matters have now been taken up by this Bench for hearing under Chapter XV-Compromises, Arrangements and Amalgamations spread in sections 230-240 of the Companies Act, 2013 ('new Act').

(3.) In the process of it, the senior counsel, while seeking various directions under sections 230 and 232 of the new Act, has, inter alia, sought for dispensing with calling and holding meetings of shareholders, meetings of secured creditors in view of their written consent given by them and also for dispensation of calling meeting of unsecured creditors in lieu of undertaking to issue notices to the unsecured creditors in demerged company and for dispensation from calling meeting of shareholders in view of written consents and dispensation from calling meeting of unsecured creditors of resulting company.