- (1.) The Counsel for the Applicants states that the present scheme is an arrangement in the nature of amalgamation between Home Idea Upholstery Private Limited and D'Decor Home Fabrics Private Limited and their Respective Shareholders ("the Scheme") and the consequent discharge of consideration by Second Applicant Company to the respective Shareholders of First Applicant Company.
(2.) The Counsel for the Applicants further submits that the Applicant Companies are engaged in the following business- a. The First Applicant Company is engaged in the business of manufacturing, importing, dealing and exporting fabrics and fibres; b. The Second Applicant Company is engaged in the business of dyeing, printing and related activities of all kinds of fabrics;
(3.) The Counsel for the Applicants further submits both the Applicant Companies are part of the same business group and as their businesses are inter-connected, this Scheme is drawn in the interest of shareholders and all the stakeholders of both the Applicants, and without being prejudicial to their interests, envisages the following rationale and broad objectives: (a) The amalgamation of Transferor Company with Transferee Company is being proposed for the purpose of consolidation of businesses activities of entities under D'Decor Group; (b) The amalgamation would simplify the corporate structure and reduce a legal entity, which would result in reduction of overheads, administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of various resources; (c) The amalgamation would result in consolidation of enhanced financial strength and flexibility.;