Ravikumar Duraisamy, Member - (1.) The Company Scheme Petition bearing CSP No. 604 of 2017 and Company Scheme Petition bearing CSP No. 634 of 2017 are filed by the Petitioners/Demerged Company and Resulting Company, under Sections 230 to 232 of the Companies Act 2013.
(2.) Brief facts leading to the filing of present case are as follows: A) In Respect of Demerged Company: a) The Demerged Company was originally incorporated under the Companies Act, 1956 as a Private Limited Company in the state of Maharashtra in the name of 'Brihan Maharashtra Steel Industries Private Limited' on 24th day of April, 1974. Then, the name of the Company was changed to 'Brihan Maharashtra Steel Industries Limited' on 13th date of December, 1994. Subsequently, the name was changed to its present name 'BMS Industries Limited' on 5th day of October, 2006 (hereinafter referred to as "BMS") The registered office is situated at A-25, Technocraft House, MIDC, Marol Ind Area, Road No. 3, Opp ESIS Hospital, Andheri(E), Mumbai-400093. b) The Authorised, issued, subscribed and paid-up share capital of the Demerged Company as on 31st March, 2016 was as under: c) The main objects of Company as set out in its Memorandum of Association, in brief, are as follows: To manufacture, produce, purchase, import, export, sell, fabricate and deal in the items of iron, steel, hardware, machinery and tools, sheets, wire and wire products of iron steel, ferrous and/or Non-ferrous and to carry on the business of an investment Company of the moneys in the hands of Company or by conversion/swapping of the debts dues to the company by other companies, by investing in and acquire and hold and otherwise deal in shares, stocks, debenture, bonds, mutual funds otherwise movable or immovable properties. d) The Petitioner Company is predominantly dealing in the business of manufacturing of drum closures and clamps on job work basis and also holds various current and non-current investments in the form of fixed maturity plans, blue chip funds, etc. e) Demerged Undertaking will have the meaning as defined in the definition in Part A of the scheme which inter alia includes business division, non-current and current investment, other assets, liabilities etc. B) In Respect of Resulting Company: a) Ashrit Holdings Limited, the Resulting Company herein, was incorporated under the Companies Act, 1956, in the State of Maharashtra on 12th day of May, 1992 (hereinafter referred to as "ASHRIT"). The Registered Office is situated at A-25, Technocraft House, MIDC, Marol Ind Area, Road No. 3, Opp. ESIS Hospital, Andheri(E), Mumbai - 400093. Ashrit is a Registered Non-Banking Finance Company (NBFC) with Reserve Bank of India (RBI) under section 45-IA of the RBI Act 1934. b) The Authorised, issued, subscribed and paid-up share capital of the Resulting Company as on 31st March, 2016 is as under: c) The main objects of the Company, as set out in its Memorandum of Association, in brief, are as follows:- To carry on the business as an investment Company by investing the capital and other monies of the Company in the purchase or upon the security of shares, stock, debentures, bonds, mortgages obligations and securities of any kind, dealing in India or elsewhere. d) The company is predominantly dealing in business of financial activities such as Investment in financial instruments such as fixed maturity plans, monthly income plan, equity shares, debentures, etc., trading of stocks, financing etc.
(3.) The object of proposed Scheme of Arrangement i.e. Demerger would have the following benefits: a) Integration of Operations; b) Greater financial strength and flexibility for the merged entity; c) Wider range of applications and scope for growth; d) Stability and enhancement in earnings and cash flow; e) Long term value unlocking of businesses; f) Enhanced value to the shareholders; g) Operational effectiveness and cost optimization; and h) Stronger balance sheet resulting in improved allocation of capital and broader access to capital markets.;