B.S.V. Prakash Kumar, Member - (1.) The Counsel for the Applicant Company submits that the present Scheme is a Scheme for Amalgamation of Wincor 'Nixdorf India Private Limited (the "Transferor Company") with Diebold Nixdorf India Private Limited (the 'Transferee Company") And Their Respective Shareholders under Sections 230 to 232 of the Companies Act, 2013.
(2.) The Counsel for the Applicant Company further submits that Companies under this Scheme of Amalgamation are indirect wholly owned subsidiaries of Diebold Nixdorf, Incorporated, formerly known as Diebold, Incorporated ("INC"), which is incorporated in the State of Ohio, USA. INC recently acquired a controlling interest in Diebold Nixdorf AG, formerly known as Wincor Nixdorf AG ("AG") (the "Acquisition"). In connection with the Acquisition, INC is engaged in a global legal entity simplification project whereby certain legacy INC and legacy AG entities in various countries around the world are being consolidated, merged with and into each other, or otherwise restructured (the "LES Project"). To effect certain transactions contemplated by the LES Project, and to best serve the customers of the Transferor and Transferee Companies are entering into this Scheme of Amalgamation intended to lead to better business synergies, improve overall operational efficiency and achieve cost savings and have the following effects: Elimination and duplication of processes and structures resulting in cost savings; Provide a single unified operating platform in India leading to better synergies and cost efficiencies and better, efficient, and economical management and control of Business in India; The combined operations of the Transferor and Transferee Companies are expected to give rise to capital efficiency and improved cash flows; Enhancing return on capital employed, earnings before interest, tax, depreciation and amortization and shareholder value; Drive simplification through bringing both companies on to a common platform in various processes such as legal & secretarial, accounting and controls. This would reduce the time spent on compliance support, and also reduce risk of unintended statutory non-compliance; Simplify compliances needed under the Act such as appointment of independent director, woman director, internal auditors and constitution of CSR Committee; Enable the Transferee Company to carry on and conduct its business more efficiently and advantageously with better economics of scale, more productive and optimum utilisation of various resources, strengthen its financial position and ability to raise resources for conducting business, stronger capital base for future expansion/growth; Optimize the costs of associated complexities in operating two separate companies, e.g. filing separate returns, consolidation and review of separate financial returns.
(3.) That a meeting of the Equity Shareholders of Wincor Nixdorf India Private Limited, the Applicant Company be convened and held at Rolta Tower-1, 5th Floor, Plot No. 39, Central Road, MIDC, Marol, Andheri (E), Mumbai-400093, India, on Wednesday, 25th October, 2017, at 11:00 a.m. for the purpose of considering, and if thought fit. approving, with or without modification, the proposed Scheme of Amalgamation of Wincor Nixdorf India Private Limited (the 'Transferor Company") with Diebold Nixdorf India Private Limited (the "Transferee Company") And Their Respective Shareholders.;