Ina Malhotra, Member - (1.) The Counsel for the Applicant Companies states that the present Scheme is a Scheme of Arrangement between DSR Infotech Limited and M.J. Pharmaceuticals Private Limited and Suraksha Realty Limited and Katalyst Software Services Private Limited and their respective shareholders. The Scheme involves transfer of the demerger of the BPO Undertakings of the Demerged Companies by way of a demerger of business on a going concern basis for consideration being discharged by way of issue of shares of the Resulting Company to the shareholders of the Demerged Companies.
(2.) The Rational of the Scheme is that:- a. In order to achieve better management and to have clear focus on business operations, the management of the Demerged Companies have decided to demerge the BPO Undertaking thereby transferring the BPO Undertaking (as defined hereinafter) of the Demerged Companies to the Resulting Company, in the interests of maximizing overall shareholder value. b. Therefore, with a view to effect such plan, the Board of Directors of the Demerged Companies and the Resulting Company propose that the BPO Undertaking of the Demerged Companies be transferred to and vested in the Resulting Company on a going concern basis to be undertaken through this Scheme (as defined hereinafter) under the provisions of sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the relevant Companies Act for such consideration and in such manner as provided for in this Scheme (as defined hereinafter). c. Accordingly, this Scheme under sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the relevant Companies Act has been proposed to provide for transfer of BPO Undertaking of the Demerged Companies by way of demerger to the Resulting Company. d. Upon the sanction of the Scheme by the National Company Law Tribunal/as defined hereinafter) and the Scheme becoming effective on the Effective Date (as defined hereinafter), the BPO Undertaking of the Demerged Companies shall stand transferred to, and be vested in, the Resulting Company on and from the Appointed Date for all intent and purposes.
(3.) That the meeting of the Equity Shareholders of the First Applicant Company be convened and held at Sun Lounge, Ground Floor (Right Wing), One Earth, opposite Magarpatta City, Hadapsar, Pune - 411028 on 8th day of August, 2017 at 4:00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s) Scheme of Arrangement between DSR Infotech Limited and M.J. Pharmaceuticals Private Limited and Suraksha Realty Limited and Katalyst Software Services Private Limited and their respective shareholders.;