B.S.V. Prakash Kumar, Member - (1.) Heard Advocate for the Petitioner Companies. No one appears before this Tribunal to oppose the present Company Scheme Petitions seeking sanction to the Scheme of Amalgamation amongst Morgan Stanley India Capital Private Limited ("Transferor Company") and Morgan Stanley India Securities Private Limited ("Transferee Company") (both Transferee Company and Transferor Company collectively referred to as "Petitioner Companies) and their respective shareholders and creditors ("Scheme"), nor has any party controverted the averments made in the Petitions.
(2.) The Advocate appearing for the Petitioner Companies states that the Petitions have been filed to seek sanction to the Scheme, pursuant to the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act, 2013.
(3.) The Transferor Company was incorporated to engage inter alia, in the business of an investment company and to underwrite, sub-underwrite, to invest in, and acquire and hold, sell, buy or deal, whether as brokers or otherwise, in shares, debentures, debenture-stocks, bonds, units, obligations and securities issued or guaranteed by Indian or foreign governments, state, dominions, sovereigns, municipalities, or public authorities or bodies and shares, stock, debentures, debentures-stock, bonds, obligations and securities issued and guaranteed by any company, corporation, firm or person whether incorporated or established in India or elsewhere and to manage investment pools, mutual funds, syndicates in shares, stocks, securities, finance and real estate, and to invest in and hold securities issued by any company. The Transferee Company is primarily engaged in the business of investing in the shares of group companies in India. The shares of the Transferor Company and the Transferee Company are not listed on any stock exchange. The Learned Advocate for the Petitioner Companies says that the background, circumstances, rationale and benefits of the Scheme are that since the Transferee Company and the Transferor Company are part of the same group of companies, the proposed amalgamation will allow the Morgan Stanley group to streamline its holding in India, simplify shareholding structure by eliminating cross-holdings and reduce shareholding tiers. Further, the Scheme shall enable simplification of management structure, leading to better administration and a reduction in costs from more focused operational efforts, rationalization, standardisation and simplification of business processes and the elimination of duplication and rationalization of administrative expenses. The Board of Directors of the Transferor Company and the Transferee Company, have approved the Scheme by passing their respective board resolutions which are annexed to the Company Scheme Petitions.;