- (1.) The Company Application bearing CA (CAA) No. 175/230/HDB/2017 is filed by Hyderabad Educational Institutions Private Limited, U/s. 230 to 232 of the Companies Act, 2013,by inter-alia seeking to sanction Scheme of Arrangement in question so as to be binding on all the Equity Shareholders / Members, and employees of the Applicant / Demerged Company, etc.
(2.) Brief facts, leading to filing of the present Application, are as follows: A. Hyderabad Educational Institutions Private Limited (Applicant /Demerged Company) a. Hyderabad Educational Institutions Private Limited ('Applicant'/Demerged Company') was incorporated under the Companies Act, 1956 on 29th day of November, 2006 under the name 'Karnali Agro-Farms Private Limited. Subsequently, the name of the company was changed to 'Hyderabad Educational Institutions Private Limited on 13th September 2007 under the provisions Companies Act, 1956. Its registered office is situated at C/o Indus International School, B'ulkapur, Near Kondakal Village, ShankarpallyMandal, Ranga Reddy District, Telangana - 501203. b. The main objects of the Demerged Company which are set out in the Memorandum of Association are to establish, promote, subsidies, encourage, provide, maintain, organise, undertake, manage, build, construct, equip, develop, recondition, operate, conduct and to run in India or abroad national or international schools, college, boarding house, ashrams, gurukuls, teaching classes etc; to provide facilities for recreation, entertainment, outdoor or indoor games, athletic games sports tournaments like carrom, chess, cricket, snookers, billiards, gym, swimming pool, golf stadiums, libraries, hostels, boarding house free or otherwise to the promotion of the student community, women and child welfare development programme, to encourage fine arts, cultural, music, dance drama etc. c. The authorized, issued, subscribed and paid-up share capital of the Applicant Company as on the date of this application is as under: (B) Indus International School Private Limited ('Resultant Company') (a) Indus International School Private Limited ('Resultant Company') .was incorporated under the Companies Act, 2013 on 30th March, 2017. Its registered office is situated at Plot Nos. 883 a 884, Road No. 45, Jubilee Hills, Hyderabad -500034. (b) The main objects of the Resulting Company which are set out in the Memorandum of Association are to establish, promote, subsidies, encourage, provide, maintain, organize, undertake, build, construct, equip, develop, recondition, operate, conduct and to run in India and abroad national or international schools; to provide facilities for recreation, outdoor or indoor games, athletic games, libraries, hostels, boarding houses free or otherwise to the promotion of the student community, women and child welfare development programme, engaged in the business of providing educational services from class/grade reception to class/grade 12 as per curriculum based on IGCSE, IB programmes etc. (c) The authorized, issued, subscribed and paid-up share capital of the Resultant Company as on the date of this Company Application is as under:
(3.) Rationale FOR THE PROPOSED SCHME OF DEMERGER: The scheme of Arrangement will have the following benefits. (i) This Scheme will enable differentiated management approach and focus in relation to the Demerged Undertaking, to tackle/ address the same efficiently/ effectively. (ii) More focused management and greater visibility on the performance of individual businesses; (iii) This arrangement will facilitate resource mobilisation and will achieve greater efficiency in cash management and unfettered access to large cash flows generated by the combined school business which can be deployed more efficiently to fund larger expansion with a stronger platform and strengthen brand visibility and greater integration/ greater financial strength and flexibility leading to stronger negotiation power in the market and strengthened leadership in the school business and greater revenue inflow would benefit all the creditors of the Demerged Company and the Resultant Company, pursuant to the Scheme. (iv) These benefits will help in enhancing the shareholder value of both the Demerged Company and the Resultant Company and will have beneficial results to the employees, stakeholders and all concerned parties of both the Demerged Company and the Resultant Company.;