Mohd Sharief Tariq, Member - (1.) Under consideration are Company Petition Nos. CP/210/CAA/2017, CP/211/CAA/2017 CP/212/CAA/2017, CP/213/CAA/2017 and CP/214/CAA/2017 that have been filed in relation to the CA/149/CAA/CB/2017 under Section 230 to 232 of the Companies Act, 2013. The composite Scheme of Arrangement and Amalgamation is among M/s. Sundaram Finance Limited (1st Resulting Company/ 2nd Demerged Company) , M/s. Sundaram Insurance Broking Services Limited (1st Transferor Company) , M/s. Infreight Logistics Solutions Limited (2nd Transferor Company) , M/s. Sundaram BPO India Limited (1st Demerged Company) and M/s. Sundaram Finance Holdings Limited (2nd Resulting Company) .
(2.) The Petitions are filed to obtain sanction of this Tribunal to the Composite Scheme of Arrangement and Amalgamation that provides as under:- a. The amalgamation of Sundaram Insurance Broking Services Limited/First Transferor Company and Infreight Logistics Solutions Limited/ Second Transferor Company with Sundaram Finance Limited / Transferee Company/ First Resulting Company/ Second Demerged Company. b. The demerger of the shared services business of Sundaram BPO India Limited/First Demerged Company into the First Resulting Company, i.e. Sundaram Finance Limited; and c. The demerger of the non-core business activities of Sundaram Finance Limited, i.e. the Second Demerged Company into the Second Resulting Company/Petitioner Company, i.e. Sundaram Finance Holdings Limited.
(3.) M/S. Sundaram Finance Holdings Limited (Petitioner Company/2nd Resulting Company) is is currently a wholly owned subsidiary of M/s. Sundaram Finance Limited, the 2nd Demerged Company. The entire equity share capital of the Company is held by the Second Demerged Company i.e. M/s. Sundaram Finance Limited and its nominees. M/s. Sundaram Finance Holdings Limited was incorporated on 03.10.1993 in the State of Tamilnadu. The main object of the Company is to carry on the business of an investment company and to invest the capital and other moneys of the Company in the purchase of or lend on the security of shares, stocks units, debentures, etc. The Authorised Share Capital is Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each and issued, subscribed and paid-up capital is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each.;