Company has also obtained the Resulting Company BSE Registrations, the Resulting Company NSE Registrations and the Resulting Company CDSL Registrations (as defined in the Scheme). The proposed Scheme envisages transfer by way of demerger of the Demerged Undertaking (as mentioned in clause 16.16 of the Scheme) of the Demerged Company into the Resulting Company shall inter alia enable the segregation of the institutional broking business from the retail stock broking business of the Demerged Company, and the consolidation of the retail stock broking and retail sales businesses of the Demerged Company in the Resulting Company resulting in reduced overheads, administrative, managerial and other expenditures, operational rationalization, organizational efficiency and optimal utilization of various resources. The Board of Directors of both the Demerged Company and the Resulting Company have approved the said Scheme by passing their respective board resolutions which are annexed to the respective Petitions. The Scheme includes reduction of share capital of the Demerged Company which does not involve either diminution of liability in respect of unpaid share capital or payment of paid up capital of the Demerged Company to its shareholders and interest of the creditors are not affected by the reduction. The Demerged Company has passed Special Resolution dated 14th January, 2013 for reducing the share capital of the Demerged Company and annexed the same as Exhibit “G” to Company Scheme Petition No. 72 of 2013. By an order dated 8th February, 2013 passed in Company Scheme Petition No. 72 of 2013, procedure prescribed under Section 101 (2) of the Companies Act, 1956 in relation to reduction of share capital of Demerged Company has been dispensed with by this Court.
