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”).
2.2. The Transferee Company is a wholly owned subsidiary of the Transferor Company. The Transferee Company is also licensed to carry on the business of providing general insurance in India by IRDAI.
2.3. The proposed Scheme will result in the following synergies:
(a) The Scheme will result in the consolidation of the business of the Transferor Company and the Transferee Company, leading to synergy in operations, greater financial strength, and improve the position of the merged entity by offering unified yet comprehensive services to the customer(s) of the Transferor Company and the Transferee Company.
(b) The Scheme will assist in achieving higher long term financial returns and will make available the assets, financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of both the Transferor Company and the Transferee Company leading to synergistic benefits, enhancement of future business potential, cost reduction and efficiencies, productivity gains and logistical advantages, thereby contributing to significant future growth and enhancement of shareholder value.
(c) The Scheme will result in rationalization and standardization of the business processes, economies of scale, corporate and administrative efficiencies, which will contribute to make the Transferee Company profitable, thereby further enhancing the overall shareholder value. For all of the aforesaid reasons, the Scheme will also be to the overall benefit of the policyholders of the Transferor Company and Transferee Company.
2.4. In view of the above, it is proposed that pursuant to Sections 391 to 394 and other relevant provisions of the Act, the Transferor Company be amalgamated/ merged into the Transferee Company, upon which the Transferor Company will stand dissolved without winding up. As a consequence of the arrangement, the equity share capital of the Transferee Company shall stand reorganized in the manner provided for at Part II and Part III of this Scheme.
2.5. The merger of the Transferor Company into the Transferee Company pursuant to this Scheme shall take place on and from the Appointed Date (as defined hereinbelow) but shall be effective/ operative on and from the Effective Date (as defined hereinbelow).
2.6. The merger of the Transferor Company into the Tra...
RATIONALE OF THE SCHEME. 1. Background
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.
2. The Demerged Company has strong presence in India and in the rest of the world which include United States, Europe, Middle East and Asia and has customers in various verticals such as professional services, healthcare, financial services, public sector, life sciences, engineering and construction, etc. TAISPL and Mastek, on the other hand, have strong client relationships in India and aforesaid jurisdictions.
3. The proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Companies pursuant to this Scheme is expected, inter alia, to result in:
i. more industry-specific value propositions and the local and global presence of the Demerged Company will enable rapid, cost-effective Oracle Cloud solutions across verticals.
ii. realisation of benefits of greater synergies between the businesses of the Demerged Company and Resulting Companies and use of the financial, managerial, technical and marketing resources of each other towards maximising stakeholder value;
iii. synergy of operations will result in incremental benefits through sustained availability and better procurement terms of components, pooling of resources, thus leading to better utilisation and avoidance of duplication;
iv. creation of focused platform for future growth of TAISPL and Mastek being engaged, among other things, in the business of Oracle Services Business;
v. opportunities for employees of the Demerged Company and TAISPL to grow in a wider field of business;
vi. improvement in competitive position and also achieving economies of scale including enhanced access to marketing networks/customers; and The proposed Scheme is in the interest of the shareholders, creditors, employees, and other stakeholders in the Demerged Company and the Resulting Companies (as defined as “Parties” hereinafter).
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...
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:
(i) The proposed demerger will ensure better and more efficient management and control of the businesses by the management of the respective Companies;
(ii) The segregation will facilitate the Leasing Business Division to efficiently exploit its growth potential and generate higher revenue from rental income;
(iii) This will provide greater focus and visibility on the performance of the businesses by the management of the respective Companies, which would be in the best interest of Demerged Company, Resulting Company and their stakeholders;
(iv) Demerger will facilitate more transparent benchmarking of the companies with their peers in their respective industries;
(v) It will enable the companies to leverage financial and operational resources of each business for specific business activity without exposing the risks of other business divisions.
