- (1.) The Counsel for the Applicants states that the present Scheme is an Arrangement between Rotex Manufacturers and Engineers Private Limited ("Demerged Company") and RMEBS Controls Private Limited ("Resulting Company") and their respective shareholders.
(2.) The Counsel for the Applicants further submit that the Demerged Company is in the business of manufacture, sales and service of valves and valves automation systems C'VAS Business") , and the "Other Businesses", comprising of; (a) manufacture, sales and service of products for the nuclear power industry; (b) manufacture, sales and service of products to public sector undertakings and government authorities for usage in defence equipment; (c) manufacture, sales and service of positioners; and (d) investments (both debt and equity) in offshore companies, including Rotex Controls UK Limited. The Resulting Company is engaged in the business of manufacturing, assembling, exporting, importing of Pneumatic elements, Rotary Actuators, Pneumatic Cylinders, Limit Switches, Control Panels, Pneumatically Actuated Valves, Spool Valves and Spares thereof.
(3.) The Counsel for the Applicants further submits that the Companies believe that the demerger of the Demerged Undertaking of the Demerged Company and vesting of the same with the Resulting Company would have the following benefits: i. Enables focused management orientation to each of the business undertaking(s) due to individual specialization and leadership vision, which would provide greater visibility on the performance of each of the said businesses; ii. Attribution of appropriate risk and valuation to different business undertakings based on their respective risk return profile and cash flows; iii. Opportunities for strategic partnerships and flexibility of fund raising capability for future growth and expansion and to create a structure geared to take advantage of growth opportunities; and iv. The activities of each of the business undertaking(s) will be carried on more economically, conveniently and advantageously post restructuring and the same will have beneficial results for the shareholders, stakeholders and all concerned. This Scheme is expected to be in the beneficial interest of the shareholders of the Companies. This Scheme is not expected to be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.;