Ch. Mohd. Sharief Tariq, Member - (1.) Under consideration is a joint Company Petition No. 143/CAA/2017 which has been filed under Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013. The following Companies are part of the Scheme viz., M/s. NTC Logistics India Private Limited (the Demerged Company), M/s. NTC Consultancy Services Private Limited (the Resulting Company/The Amalgamating Company) and M/s. NTC Logistics Private Limited (the Amalgamated Company). The rationale of the Scheme inter-alia provides as under. i. Consolidation of the group's logistics business under one corporate entity; ii. Greater integration, financial strength and flexibility for the group, which will improve the financial position of the group's logistics business; iii. Greater efficiency in cash management of the logistics business, unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities, to further improve shareholder's value; and iv. Improved organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry, etc.,
(2.) The Scheme provides for transfer of logistics business undertaking of the demerged company to the resulting company, for which the resulting company shall pay to the demerged company a lump sum cash consideration of Rs. 23,52,10,017/- only, and staff, workmen and employees of the logistic business undertaking of the demerged company in service on the effective date shall be deemed to have been staff, workmen, employees of the resulting company with effect from the appointed date. The Scheme also provides transfer of business and undertaking of the amalgamating company viz., M/s. NTC Consultancy Services Private Limited, to M/s. NTC Logistics Private Limited., under which the entire business and undertaking(s) of the Amalgamating Company, including all the debts, liabilities, losses, duties and obligations, including those arising on account of taxation laws other allied laws of the Amalgamating Company of every description and also including, without limitation, all the movable and immovable properties and assets, tangible and intangible assets of the Amalgamating Company comprising among others, all free hold land, leasehold land building, plants, etc., be transferred and/or deemed to be transferred to and vested in the Amalgamated Company, with effect from the appointed date.
(3.) The Scheme provides that in consideration for the amalgamation of the amalgamating company with the amalgamated company, the amalgamated company shall without any further application, act, instrument or deed, issue and allot equity shares, credited as fully paid-up, to the extent, i.e. 13,855 equity share in the amalgamated company of the face value of 10 (Rupees Ten Only) each credited as fully paid-up for every 1 (one) equity share of 10 (Rupees Ten Only) each credited as fully paid up for every 1 (one) equity share of 10 (Rupees Ten Only) each fully paid up held in the amalgamating company. On becoming the Scheme effective, the authorised share capital of the Amalgamated Company in terms of the Memorandum of Association and Articles of Association shall automatically stand enhanced without any further act, instrument, or deed on the part of the Amalgamated Company. The staff, workmen and employees of the Amalgamating Company in the service on the effective date shall be deemed to have, staff, workmen and employees of the Amalgamated Company with effect from appointed date.;