M.K. Shrawat, Member - (1.) Petition admitted.
(2.) The sanction and approval of this Tribunal is sought under Sections 230 and 232 of the Companies Act, 2013 for the Composite Scheme of Arrangement between Parekh Marine Agencies Pvt. Ltd., Seabridge Maritime Agencies Pvt. Ltd., Logistic Services Pvt. Ltd., PSC Ventures Pvt. Ltd., Parnovo Ventures Pvt. Ltd. ("Transferor Companies") with Parcorp Pvt. Ltd. ("Transferee Company") and Seabridge Projects Private Limited, Triton Marine Oil Field Services Private Limited, Seabridge Marine Agencies Private Limited, Parekh Marine Services Private Limited and PML Ventures Private Limited ("Resulting Companies") and their respective shareholders ("the Scheme").
(3.) Learned Counsel for the Petitioners submits that this Scheme shall result in following benefits: a. The principal purpose of this composite Scheme of merger and demerger is to give effect to the Family Arrangement arrived at by the Parekh Family members concerning the organization/reorganization/structuring/restructuring of the Parekh Family Businesses to avoid future disputes and crystallize the ownership and management of the business undertakings of the Transferor Companies amongst the Parekh Family members to ensure the continued growth of the Parekh family businesses including of the Parekh Family companies. Additionally, it is also a step towards ultimately arriving at focused business operations and streamlining each business to increase its flexibility in taking advantage of the huge growth opportunities in their respective business segments, with each family branch having control of its respective businesses and businesses remaining joint are held and managed in the agreed manner set out more particularly in the Memorandum of Understanding dated March 25, 2017 recording the Parekh Family Arrangement and understandings. b. The proposed restructuring will help to rationalize the holding structure of all these companies as per the Family Arrangement and streamline the operating structure. c. The proposed restructuring would help to identify distinct investors for investing in identified business verticals and also provide scope for independent collaboration and expansion. d. The proposed restructuring would help in focused growth with greater visibility on the performance of respective businesses. e. The proposed restructuring would help to achieve synergistic integration and/or consolidation and/or reorganization of businesses of the Transferor Companies. f. The proposed restructuring would result in enhancement of shareholder value, operational efficiencies and greater focus and would enable the management of the Resulting Companies to vigorously pursue revenue growth and expansion opportunities. g. The Scheme would be in the best interests of the shareholders, creditors, employees and other stakeholders of the Companies and the public at large.;