(1.) This is an application which is filed by the applicant company herein, namely R Systems International Limited (for brevity "Applicant Company") , under section 230 of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement which contemplates Reduction of Share Capital (hereinafter referred to as the "SCHEME") in relation to the applicant Company. The said Scheme is also annexed as Annexure "A" to the application. The applicant company it is stated is listed on the BSE and NSE and the stock Exchanges and that theJExchanges have given their 'No objection' letter to the scheme. The applicant above named has preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:
(2.) R Systems has an employee welfare trust named as R Systems Employees Welfare Trust (hereinafter referred as "Trust") wherein certain employees had been specified as eligible beneficiaries to get the shares of R Systems on vesting and exercise of options granted to them as per R Systems International Ltd. Employees Stock Option Plan -Year 2001.
(3.) The Trust transferred shares of R Systems on exercise of options by the eligible employees prior to January 2006 and thereafter no options remained in force which could have been exercised subsequently. Hence, since January 2006 till date, there are no ascertained employees or beneficiaries of this Trust who are eligible to get the Trust Fund including the shares in R Systems as held by Trust.