RATIONALE OF THE SCHEME. 2.1. The Transferor Company is licensed to carry on the business of providing general insurance in India, by the Insurance Regulatory and Development Authority of India (“IRDAI”).
RATIONALE OF THE SCHEME. (a) The Demerged Company has 2 (two) distinct business segments viz. (i) Consumer Product segment (‘CP’) (which includes appliances, fan and consumer lighting products) and (ii) Engineering Procurement and Construction segment (‘EPC’). The EPC segment primarily focuses on Illumination Business and Power Transmission and Power Distribution Business.
RATIONALE OF THE SCHEME. 1. Background Aquaignis Technologies Private Limited, a company in which EFL holds 100% stake, is, inter‐ alia, engaged in manufacturing of electric water purifiers. The manufacturing facilities are situated at Lal Tappar Industrial Area in the state of Uttarakhand. Euro Forbes Financial Services Limited, a company in which EFL holds 100% stake. Currently, there are no operations being carried out in Euro Forbes Financial Services Limited. Eureka Forbes Limited, a company in which FCL holds 100% stake, is inter‐alia engaged in manufacturing, selling, renting and servicing of vacuum cleaners, water filter cum purifiers, water and waste water treatment plant, trading in electronic air cleaning systems, small household appliances, digital security system and fire extinguishers, etc. Forbes & Company Limited, a company listed on the Stock Exchange, is a company engaged in the business of providing engineering services, which primarily includes products such as threading tools and carbide tools. It is also engaged in real‐estate activities of developing properties under real estate projects. Forbes Enviro Solutions Limited, a wholly owned subsidiary of Eureka Forbes Limited, has main objects of the business of manufacturing of RO systems, Water Treatment Plants (WTP), Sewage Treatment Plants (STP), Effluent Treatment Plant (ETP) and AMC Contracts, trading of spares and drinking water (PDW). All the companies are part of Shapoorji Pallonji Group (“SP Group”).
RATIONALE OF THE SCHEME. 1. The Demerged Company having interests in various businesses, through itself or through its subsidiaries, which has been nurtured over a period of time and has significant potential for growth. The Demerged Company is one of the leading and fastest-growing oracle cloud premier platinum partners and has proven expertise in all oracle solutions including ERP, HCM, Hyperion & BI, CX and PaaS through multiple success stories with marquee clients.
RATIONALE OF THE SCHEME. Both the companies under this Scheme of Arrangement are part of IIFL Group (‘the Group’). The Group business consists of Financial Services, Financing, Housing Finance, Capital Market Services, Merchant Banking, Investment Advisory, Insurance Broking, Distribution of Financial Products, Wealth Management & Asset Management Services and 5Paisa Digital Business which are carried out either by itself or through each of the subsidiaries of IHL. IHL is engaged in Merchant Banking, Investment Advisory services including holding investments in subsidiaries. Besides the aforesaid, IHL has also over a period of time engaged in and has invested in set-up of 5Paisa Digital Business which includes development/ maintenance of technology application for online trading through trading terminal and mobile application, source code of mobile application, domain name (0Xxxxx.xxx), software rights, brand i.e. 5Paisa establishment, protection and support, Infrastructure and facilities services etc. 5PCL is engaged in providing an online technology platform through internet terminals and mobile apps for trading of securities in National Stock Exchange of India Limited & BSE Limited, Depository Participant of CDSL, AMFI, and providing a wider basket of financial services including distribution of mutual fund bonds and debentures etc. The digital way of doing trading in securities is emerging as a new segment with potential to achieve xxxxxxxx xxxx and grow exponentially in near future with the spread of internet and mobile penetration as also 3G/4G telecommunication and data services throughout the Country. 5paisa will acquire, service and grow the new emerging DIY (Do-it-yourself) customer segment who prefer least cost for various financial products. Their service providers operate with cutting edge technology with minimal physical infrastructure and manpower. Such organizations require a different structure and culture. This proposition will not only enhance business focus but will also enable investors to invest seamlessly from anywhere on their own. Keeping in view the above, the Board has decided to demerge 5Paisa Digital Undertaking from IHL to seize the opportunity of such new DIY customer segment.
RATIONALE OF THE SCHEME. The Amalgamating Company 1, Amalgamating Company 2, Amalgamating Company 3 are wholly owned subsidiaries of the Amalgamated Company as on date. The Board of Directors are of the view that the transfer by way of amalgamation of the wholly owned subsidiary companies into the Amalgamated Company shall be in the interest of all concerned stakeholders including shareholders, creditors, employees, and general public as it would provide:
RATIONALE OF THE SCHEME. The Demerged Company is engaged in the business of trading, importing, exporting and indenting commission agency in variety of speciality chemicals and ingredients mainly used in pharmaceuticals, cosmetics and agricultural industries (i.e., Speciality Chemical Division) and leasing of immovable properties (i.e., Leasing Business Division). The proposed segregation of non-core business activities i.e., Leasing Business Division of the Demerged Company by way of demerger into the Resulting Company would result in the following benefits:
RATIONALE OF THE SCHEME. 3.1 The Chembond group, represented by the Demerged Company, viz. Chembond Chemicals Limited and its subsidiaries, step-down subsidiaries and step-down associates, is a well known name in India and engaged in manufacturing a diverse range of specialty chemicals and all products like water treatment, metal treatment, construction chemicals, high performance coatings, animal health, industrial adhesives and sealants and tolling. The Demerged Company has excellent infrastructure facilities like a well-equipped R & D laboratory, multiple regional offices, and production plants, well trained personnel and references across several business segments from the best-known companies in the field. The Demerged Company has come a long way and evolved from being a fledging start-up to India’s leading specialty chemicals manufacturer. Based on the aforesaid, the Demerged Company’s several businesses carried on by itself and through its subsidiary and step down subsidiary companies and associate companies can broadly be segregated into the following areas: (i) Water Technologies; (ii) Material Technologies; (iii) Construction Chemicals; (iv) Biotechnology; (v) Distribution; (vi) Tolling (vii) Adhesives; and (viii) Industrial Sealants.
3.2 Each of the several businesses carried on by the Demerged Company by itself and through its subsidiaries, step-down subsidiaries and step-down associate, including CC & WT Business (as defined hereinafter) has significant potential for growth. The nature of risk and competition involved in each of these businesses is distinct from others and consequently each business or undertaking can attract a different set of investors, strategic partners, lenders, and other stakeholders. There are also differences in the manner in which each of these businesses are required to be managed. In order to enable distinct focus of investors to invest in some of the key businesses and to lend greater focus to the operation of each of its diverse businesses, Demerged Company proposes to re-organize and segregate, by way of a demerger of its Demerged Undertaking and vesting of the same in the Resulting Company and subsequently, amalgamation of the Transferor Companies with the Transferee Company.
3.3 The proposed demerger pursuant to this Scheme is expected, inter alia, to result in following benefits:
a. segregation and unbundling of the CC & WT Business of the Demerged Company into the Resulting Company, which will enable enhanced focus on Retained Busine...
