- (1.) The Counsel for the Applicant Companies states that the present Scheme of Arrangement is between Trion Properties Private Limited ("the Applicant Company No. 1" or "the Transferor Company No. 1"), K Raheja Corp Private Limited ("the Applicant Company No. 2" or "the Transferor Company No. 2") and Mindspace Business Parks Private Limited ("the Applicant Company No. 3" or "the Transferee Company") and their respective shareholders and creditors. This Scheme of Arrangement contemplates the demerger of the TPPL Undertaking of the Applicant Company No. 1 and the KRCPL Commerzone Undertaking of the Applicant Company No. 2 into the Transferee Company.
(2.) The Counsel for the Applicant Companies further submits that the Applicant Company No. 1 commenced its business in the year 2005 and is engaged in the business of real estate development, leasing and management of shopping malls. The Applicant Company No. 2 commenced its business in the year 1979 and is involved in the development, sale and leasing of real estate residential and commercial premises (including IT Parks) and hotel operations. The Transferee Company commenced its business in the year 2003 and is primarily engaged in the business of real estate development projects such as SEZs, IT Parks and other commercial segments, having projects in Airoli, Navi Mumbai and Hyderabad for the development of SEZs.
(3.) The Counsel for the Applicant Companies further submits that it is proposed to demerge the TPPL Undertaking of the Applicant Company No. 1 and the KRCPL Commerzone Undertaking of the Applicant Company No. 2 into the Transferee Company, with a view to consolidate the real estate business of development of IT Parks comprised in the TPPL Undertaking of Trion Properties Private Limited and KRCPL Commerzone Undertaking of K Raheja Corp Private Limited in a single entity, which will achieve synergistic integration and consolidation of the businesses presently being carried on by the Transferor Companies. The Counsel for the Applicant Companies further submits that the proposed Scheme will be particularly beneficial to the shareholders, creditors and employees of such companies and to the interests of the public at large, as such an arrangement would integrate the businesses of the companies into a single entity and would enable them to have access to better financial resources and will make it easier to raise funds from the investors at a later date as well as increase the managerial efficiencies, while effectively pooling technical, distribution and marketing skills in one entity.;