Landmark Cars: NCLT Dispenses Meetings for Holding Company-Subsidiary Amalgamation Scheme

In re Landmark Cars (East) Private Limited (NCLT Ahmedabad)

SEO Title: Shareholder and Creditor Meetings Dispensed for Amalgamation Scheme: NCLT Ahmedabad

Summary: NCLT Ahmedabad considered a joint application by Landmark Cars (East) Private Limited, the Transferor Company, and Landmark Cars Limited, the Transferee Company, under Sections 230-232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the proposed Scheme of Amalgamation. The appointed date was 01.04.2026. The Transferor Company was a wholly owned subsidiary of the Transferee Company, and the respective Boards had approved the Scheme through resolutions dated 25.05.2026 and 26.05.2026. The application principally sought dispensation of meetings of equity shareholders, secured creditors and unsecured creditors of both companies.

The Transferor Company had seven equity shareholders as on 31.03.2026, all of whom had approved the proposed Scheme through written consent letters on affidavit and waived their right to attend the meeting. The Transferee Company held 100% shares in the Transferor Company, together with six individual nominee shareholders. The Transferor Company had one secured creditor with outstanding debt of Rs.35,44,34,109 and 67 unsecured creditors with outstanding debt of Rs.9,04,17,194. The Transferee Company was a listed public company having 37,961 equity shareholders; it had three secured creditors with outstanding debt of Rs.14,68,80,56,128 and 484 unsecured creditors with outstanding debt of Rs.53,82,45,380 as on 31.03.2026.