Larsen & Toubro Ltd. Vs L&T Realty Properties Ltd. (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, passed an order on a first-motion application filed under Sections 230-232 of the Companies Act, 2013 in relation to a Scheme of Arrangement between Larsen & Toubro Limited (Transferor Company) and L&T Realty Properties Limited (Transferee Company), a wholly owned subsidiary of the Transferor Company. The Scheme contemplates the transfer and vesting of the Realty Undertaking of the Transferor Company into the Transferee Company as a going concern on a slump sale basis. The appointed date under the Scheme is 1 April 2026.
The Transferor Company is a diversified industrial conglomerate engaged in multiple businesses including realty, construction, engineering, manufacturing, technology, infrastructure, and industrial machinery. The Transferee Company is engaged in real estate development, including residential, commercial, mixed-use, and transit-oriented projects. The Tribunal noted that the Transferee Company is a wholly owned subsidiary of the Transferor Company.
According to the Scheme, the Realty Undertaking comprising assets, liabilities, contracts, permits, employees, intellectual property, rights, and obligations pertaining to the realty business will be transferred to the Transferee Company. The rationale presented for the Scheme was to enable focused management of the realty business, facilitate operational efficiency, support strategic growth opportunities, leverage group synergies, and provide greater flexibility in raising equity and debt funding for the real estate business.
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