V. Nallasenapathy, Member - (1.) The Counsel for the Applicant states that the present Scheme is a Scheme of Amalgamation of Hopewell Tableware Private Limited ('HTPL' or 'the Transferor Company 1') AND Vyline Glass Works Limited ('VGWL' or 'the Transferor Company 2') AND Fennel Investment and Finance Private Limited ('FIFPL' or 'the Transferor Company 3') WITH Borosil Glass Works Limited ('BGWL' or 'the Transferee Company') And their respective Shareholders and Creditors. This Scheme of Amalgamation is proposed to merge HTPL, VGWL, and FIFPL with BGWL without winding up the Transferor Companies pursuant to the relevant provisions of the Companies Act.
(2.) The Counsel for the Applicants further submits that HTPL is engaged into manufacturing of opal and melamine glassware items. VGWL is engaged into manufacturing of range of glassware items and sells its products to BGWL. FIFPL is a Non-Banking Financial Company. Its main business is of making investments and BGWL is a market leader for laboratory glassware and microwavable kitchenware in India. It undertakes business mainly through 2 divisions, scientific and industrial product division and consumer product division.
(3.) The Counsel of the Applicants further submits that the rationale for the merger of HTPL, VGWL and FIFPL with BGWL is as under: * The merger of HTPL, FIFPL and VGWL would lead to consolidation of entities and business operations of HTPL and VGWL with BGWL which would result in the following benefits: - Reduction of administrative, operative and marketing costs; - Reduction of legal and regulatory compliances; - Greater administrative efficiency; and - Operational rationalization, organizational efficiency and optimal utilization of various resources * The merger of FIFPL would also result in elimination of cross holdings between the group companies, thereby simplifying the group structure.;