R Varadharajan, Member - (1.) This is an application which is filed by the applicant company herein, namely R Systems International Limited (for brevity "Applicant Company") , under section 230 of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement which contemplates Reduction of Share Capital (hereinafter referred to as the "SCHEME") in relation to the applicant Company. The said Scheme is also annexed as Annexure "A" to the application. The applicant company it is stated is listed on the BSE and NSE and the stock Exchanges and that theJExchanges have given their 'No objection' letter to the scheme. The applicant above named has preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely: I. Convening, Holding and conducting meeting of Equity Shareholders of the Applicant Company and directions for issue and publication of notices of the meeting in this regard. II. Dispense with the requirement of convening meetings of Un-secured Creditors of the Applicant Company and to dispense with the requirement of issue and publication of notices for the same, III. Dispense with the requirement of convening meetings of Secured Creditors of the Applicant Company and to dispense with the requirement of issue and publication of notices for the same, IV. Serving a copy of notice of the meeting to the Regional Director, Registrar of Companies, Official Liquidator, Jurisdictional Assessing Officer of the Applicant Company. V. Dispensing with the requirement of sending a copy of notice of meeting to stock exchanges, SEBI since the company has already obtained the approval of the stock exchanges and SEBI. The said approval provides, that the applicant company is not required to send notices to stock exchange under section 230 (5) of the Companies Act, 2013. VI. Permitting the filing of applications, petition, and other documents as may be required for the purpose of sanctioning the proposed scheme of Arrangement between R Systems International Limited and its shareholders and creditors. VII. Pass such order/further order (s) as this Hon'ble Tribunal may deem fit and proper. 2, Perusal of the application shows that the Applicant Company has filed this application under section 230 of the Companies Act 2013 praying for reduction of share capital which is evidenced from the rationale of the Scheme as given in paragraph 12 of the application the relevant portion of which is extracted hereunder:1. Xxxxx
(2.) R Systems has an employee welfare trust named as R Systems Employees Welfare Trust (hereinafter referred as "Trust") wherein certain employees had been specified as eligible beneficiaries to get the shares of R Systems on vesting and exercise of options granted to them as per R Systems International Ltd. Employees Stock Option Plan -Year 2001.
(3.) The Trust transferred shares of R Systems on exercise of options by the eligible employees prior to January 2006 and thereafter no options remained in force which could have been exercised subsequently. Hence, since January 2006 till date, there are no ascertained employees or beneficiaries of this Trust who are eligible to get the Trust Fund including the shares in R Systems as held by Trust.;