- (1.) The present Scheme provides for amalgamation of Astarc Management Services Private Limited, ('the First Transferor Company' or 'the First Applicant Company') and Selection Agro Private Limited ('the Second Transferor Company' or the Second Applicant Company') with Astarc Enterprises Private Limited ('the Transferee Company' or 'the Third Applicant Company') and various other matters consequential to amalgamation or otherwise integrally connected therewith. The Learned Counsel for the Applicant Companies states that the First Applicant Company is a wholly owned subsidiary of the Transferee Company and is engaged in the business of providing varied management consultancy services through its asset base consisting of a pool of talented human resources. The Second Applicant Company is engaged in the business of renting/warehousing of its real estate assets. The Third Applicant Company is presently engaged in agro related business and proposes to promote/undertake the business of real estate development and commercial exploitation of its real estate assets besides providing specialised management services.
(2.) The rationale for the Scheme is to achieve the following benefits: a) The consolidation of the businesses and the management resources/ real estate assets of the Transferor Companies with that of the Transferee Company will enable the consolidated entity undertake varied business verticals through combining and pooling of resources besides creating a stronger asset base . b) The Amalgamation of the Transferor Companies with the Transferee Company will also provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage the assets, capabilities, experience, expertise and infrastructure of the amalgamated company. Besides, the Scheme of amalgamation will result in cost savings. c) The Transferor Companies and the Transferee Company are part of the "Astarc" group. The First Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferee Company holds 3,27,260 equity shares representing 17% of the total paid up equity capital of the Second Transferor Company. The amalgamation would facilitate consolidation of the shareholdings of all the shareholders belonging to one single family in one combined entity resulting in enhancement of shareholders' value.
(3.) The meeting of the Equity Shareholders of the First Applicant Company, be convened and held at Astarc House, 76/79, Makwana Lane, Takpada, Off.Andheri Kurla Road, Marol, Andheri (East) , Mumbai-400059 on Monday, 12[h day of February, 2018 at 10.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s) , the proposed Scheme of Amalgamation of Astarc Management Services Private Limited, the First Transferor Company and Selection Agro Private Limited, the Second Transferor Company with Astarc Enterprises Private Limited, the Transferee Company.;