ORDER

1. The Bench is convened by video conference today i.e., 05.01.2023.

2. The Counsel for the Applicant Companies states that the present Scheme is of Amalgamation of Standard Chartered Private Equity Advisory (India) Private Limited (“Transferor Company No. 1”) and St. Helens’s Nominees (India) Private Limited (“Transferor Company No. 2”) with Standard Chartered Finance Private Limited (“Transferee Company”) and their respective Shareholders.

3. The Counsel for the Applicant Companies states that the Board of Di- rectors of the Transferor Companies and Transferee Company in their respective Board Meetings conducted on 08.06.2020 for the Transferor Companies and the Transferee Company have approved the Scheme.

The Appointed Date fixed under the Scheme is 01.04.2020.

4. The Transferor Company No. 1 is engaged in investment research and advisory activities and furnishes industry and market feedback to the clients primarily engaged in the investment activities.

5. The Transferor Company No. 2 was formed primarily as a nominee com- pany, to hold, in its name, on behalf of Standard Chartered Bank- India branches and its customers, various shares/debentures and other securi- ties in limited companies lodged/pledged with the Bank including as se- curity against loans advanced.

6. The Transferee Company is engaged in the business of providing tele- marketing and related support services in respect of financial products offered by Standard Chartered Bank- India branches.

7. The Counsel for the Applicant Companies submits that the proposed Amalgamation would accomplish the following benefits:

a) Achieving business and administrative synergy.

b) Consolidation and simplification of the group structure, cost savings resulting from rationalization, standardization and simplification of business process and the elimination of duplication, and rationaliza- tion of administrative expenses, reduction in regulatory and legal compliances.

c) Improved organizational capability arising from the pooling of finan- cial, human resources and optimum utilization of skilled and experi- enced manpower.

d) The Transferee company will have diversified business portfolio which shall entail tele-marketing and related support services in re- spect of financial products offered by Standard Chartered Bank- India branches business including the business that the transferor compa- nies are currently conducting or authorized to conduct.

e) The merger will improve the management of the Transferee Company by combining the legal entities and will reduce expenditure by elimi- nating administrative functions and multiple record keeping.

f) The Transferor Companies and the Transferee Company are held by the same group of management and hence the merger shall enable the Transferee Company to consolidate the business and lead to synergies in operation and create a stronger financial base. This will be reflected in the profitability of the Transferee Company.

8. The Counsel for the Applicant Companies submits that the Consideration to the Shareholders of the Transferor Companies as per the proposed Scheme is as under:

Upon this Scheme becoming effective and in consideration for the merger of the Transferor Company with the Transferee Company, in- cluding the transfer and vesting of the Undertaking of the Transferor Companies in the Transferee Company, the Transferee Company shall, without any application or deed, issue and allot shares, credited as fully paid up, to the extent indicated below, to the members of the Transferor Company whose names appear in the register of members, on the Effective Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title, as the case may be, recognized by the Board of Directors of the Transferee Company in the following proportion: 5400 (Five thou- sand four hundred ) Equity shares of Transferee Company (of INR 10/- each fully paid-up) for every 100 (One Hundred) Equity shares of Tra