R.P. Nagrath, J. - (1.) This is the Second Motion Petition jointly filed by the applicant companies herein, namely Bagrrys Finance Private Limited (for brevity "Transferor Company No. 1/Petitioner No. 1"). Kanak Global Securities Private Limited (for brevity Transferor Company No. 2/Petitioner No. 2"), Oasis Securities Private Limited (for brevity "Resulting Company/Petitioner No. 3"). Bagrrys India Ltd. (for brevity "Transferee Company/Petitioner No. 4") under Section 230, 232 and 66 of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 and other applicable Rules, duly supported by the affidavits of Mr. Shyam Bagri the authorized representative of Petitioner/Transferor Company No. 1, three separate affidavits of Mr. Prashant Bhardwaj the authorized signatory of Petitioner No. 2 Resulting Company and Transferee Company for sanction of the Scheme of Arrangement (for brevity, 'the Scheme') (Annexure A-1). The petitioner companies have made the following prayers in the second motion petition. a. Sanction the Scheme of Arrangement of Bagrrys Finance Pvt. Ltd., Kanak Global Securities Pvt. Ltd., Oasis Securities Pvt. Ltd. and Bagrrys India Ltd. as per Annexure A-1 and declare the same to be binding with effect from the Appointed Date on the Petitioner Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company, their Shareholders, Creditors and all concerned without any further act, deed or thing, and b. Take on record the respective Schedule of Properties as per Annexure A-13 and instruct the Registry to enclose the same with the order of this Hon'ble Tribunal sanctioning the Scheme; and c. Pass orders for the dissolution of the Transferor Companies No. 1 to 2 without the process of winding up.
(2.) The Scheme provides for the following- i) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd.) (Demerged Business 1 & 2 respectively) of Bagrrys Finance Pvt. Ltd. And Kanak Global Securities Pvt. Ltd. Into Oasis Securities Pvt. Ltd., ii) Amalgamation of Bagrrys Finance Pvt. Ltd. And Kanak Global Securities Pvt. Ltd. (with residual business consisting of strategic investments in Bagrrys India Ltd.) with Bagrrys India Ltd; iii) De-merger of Investment Business (Demerged Business 3) of Bagrrys India Ltd. into Oasis Securities Pvt. Ltd.; and iv) Re-organization of Share Capital of Bagrrys India Ltd. All the 4 companies have given details of their Share Capital Authorized Share Capital and Paid-up Capital which was described in details in the order dated 28.04.2017 while disposing of the First Motion Petition in CA(CAA) No. 6/Chd/HP/2017
(3.) The Scheme provides for the manner in respect of share exchange ratio for which valuation report was also filed. The Share Exchange Ratio under the Scheme has been determined in accordance with the Report on Valuation of Shares & Share Exchange Ratio dated 9th March, 2017 issued by M/s. Khandelia & Sharma, Chartered Accountants, New Delhi, as per the settled principles of valuation (annexed with the Application as Annexure A-5). The following Share Exchange Ratio has been proposed; i) Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be: a) The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of Rs.10 each at a premium of Rs.12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of Rs.10 each held in the Transferor Company No. 1. b) The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of Rs.10 each at a premium of Rs.14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of Rs.10 each held in the Transferor Company No. 2. ii) Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be: a) The Transferee Company will issue 10,06,600 (ten lacs six thousand six hundred) Equity Shares of Rs.10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1. b) The Transferee Company will issue 3,34,000 (three lacs thirty-four thousand) Equity Shares of Rs.10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their shareholding in the Transferor Company No. 2. iii) Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be. a) The Resulting Company-Oasis Securities Pvt. Ltd. will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of Rs.10 each at a premium of Rs.247 (Rupees two hundred forty-seven) per share, credited as fully paid up for every 1 (one) Equity Share of Rs.10 each held in the Transferee Company-Bagrrys India Ltd. b) Further, to give effect to the de-merger in its books of accounts the Transferee Company-Bagrrys India Ltd. will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital.;