B.S.V. Prakash Kumar, Member - (1.) It's an amalgamation between wholly owned subsidiary companies namely, Windermer Properties Pvt. Ltd., Haddock Properties Pvt. Ltd., Grandeur Properties Pvt. Ltd., Winchester Properties Pvt. Ltd., Pentagram Properties Pvt. Ltd. and their holding company namely, Housing Development Finance Corporation Ltd.
(2.) The prayer of the transferee company, i.e., holding company of the transferor companies aforementioned is, that all these transferor companies being 100% subsidiaries of it; the net worth of the transferee company as well as the transferor companies being positive; there being no re-organisation of the capital of the transferee company or issuance of fresh shares to the shareholders of the transferor companies and there being no arrangement with its shareholders or compromise with its creditors of the Transferee company, it does not require to hold either shareholders' meeting or creditors' meeting for approval of this Scheme, henceforth it has sought direction from this Tribunal exempting it from passing through the procedure laid under section 230-232 of the Companies Act 2013.
(3.) The Senior counsel Shri Darius Khambata appearing on the applicant company behalf submits that this applicant company has 100% shareholding in all these transferor companies; its net worth is positive of Rs. 38,641,09,78,963 crores and net worth of these transferor companies is almost in decimals comparing to the net worth of the Transferee Company. Since no liability is going to be added to this holding company by merging of its subsidiaries with it, he says, there is no need to enter into any compromise with its creditors. He further submits that even after all these subsidiaries' (transferors) shareholdings are cancelled, no new shares to be issued to the holding company because this holding company itself is 100% shareholder of all these transferor companies, therefore there will not be any change to the share capital of the Holding Company; moreover since the holding company being transferee, all its subsidiaries will get subsumed into the holding company without parting any of its undertaking to any other company.;