Bhaskara Pantula Mohan, Member - (1.) The Counsel for the Applicants states that the present Scheme is an Amalgamation of Parex Group Construction Products Private Limited ('First Transferor Company') and Constro Technologies Private Limited ('Second Transferor Company') (collectively referred to as the Transferor Companies') with Apurva India Private Limited ('the Transferee Company") and their respective shareholders and creditors. This Scheme of Amalgamation is proposed to merge the Transferor Companies with the Transferee Company without winding up of the former pursuant to the relevant provisions of the Act.
(2.) The Counsel for the Applicants further submit that the First Transferor Company is engaged in the business of design, manufacture and sale of specialty dry mix solutions, including renders, ceramic tile adhesives and grouts, waterproofing systems and repair mortars. The Second Transferor Company is a non-operating company holding 20% equity stake in the First Transferor Company. The Transferee Company is specialist supplier of Construction Chemical products with their core competency in resin based technologies. It is a leader in the flooring products segment more specifically Epoxy and Polyurethane systems.
(3.) The Counsel for the Applicants further submit it is proposed to merge the Transferor Companies with the Transferee Company without winding up of the former for the acceleration of the penetration of the Parex Group products in the Indian market by leveraging the existing customer base of the Transferee Company, consolidated base for future growth of business of Parex Group in the Indian market with a wider presence in the business of waterproofing solutions and flooring systems, creation of meaningful value to the various stakeholders including respective shareholders, customers, employees amongst others, as the combined business would benefit from increased scale, wider product diversification, and stronger balance sheet, simplification and streamlining of the management structure, leading to better administration, a reduction in costs, more focused operational efforts, rationalization, standardization and simplification of business processes and elimination of duplication and rationalization of administrative expenses. Therefore, with a view to effect such plan, the Board of Directors of Transferor Companies and the Transferee Company proposes to merger the Transferor Companies with the Transferee Company without winding up of the Transferor Companies;