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2025 Supreme(Online)(NCLT) 1334
NATIONAL COMPANY LAW TRIBUNAL
Shri Prabhat Kumar, Justice V.G. Bisht (Retd.), JJ
MAVM Angels Network Private Limited – Appellant
Versus
360 One Distribution Services Limited – Respondent
Companies Act, 2013 (18 of 2013) | Sections 232 r/w Section 230
For the Appellants/Petitioners: Mr. Harsh Ruparelia, Adv
For the Respondents:
The court approved the amalgamation of two companies under the Companies Act, ensuring creditor rights are maintained and operational efficiencies are achieved.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Amalgamation - The court sanctioned the merger of MAVM Angels Network Private Limited (Transferor) with 360 One Distribution Services Limited (Transferee) for operational efficiency and reduced compliance - The scheme is in the interest of shareholders and creditors and does not harm their rights - No objections were raised by creditors. (Paras 1-19)
(B) Corporate Governance - The merger aims to enhance efficiency and reduce administrative costs while ensuring the rights of unsecured creditors are preserved. (Paras 5, 13, 14)
(C) Regulatory Compliance - The applicant companies are required to notify relevant authorities and ensure compliance with the Companies Act before the scheme's implementation. (Paras 16-17)
| Table of Content |
|---|
| 1. approval of merger scheme. (Para 1 , 2 , 3) |
| 2. rationale for amalgamation. (Para 4 , 5) |
| 3. consideration for equity shareholders. (Para 6) |
| 4. no pending investigations against companies. (Para 7 , 12) |
| 5. share capital details of companies. (Para 8 , 9) |
| 6. consent from equity shareholders. (Para 10 , 11) |
| 7. unsecured creditors unaffected by scheme. (Para 13 , 14) |
| 8. net worth of applicant companies. (Para 15) |
| 9. notice requirements for regulatory authorities. (Para 16 , 17) |
| 10. additional compliance requirements. (Para 18 , 19) |
ORDER
1. The present Scheme is a Scheme of Merger by Absorption sought u/s 232 r/w Section 230 of the Companies Act, 2013 and other Applicable provisions of the Companies Act, 2013 between MAVM Angels Network Private Limited (Transferor Company) with 360 One Distribution Services Limited (Transferee Company) and their respective shareholders.
2. This Scheme provides for Merger by Absorption of the Transferor Company with and into the Transferee Company on a going concern basis.
3. The Board of Directors of the Applicant Companies in their respective meetings held on 26th September 2024 have approved the Scheme. The Appointed Date is 1st April 2024.
4. The Transferor Company is engaged in the business of promoting start-ups by providing a platform that facilitates angel funding for new ventures. It plays a pioneering role in the country's start-up ecosystem by mentoring and nurturing fledgling business ideas, guiding them through their early stages. Additionally, the Transferor Company supports investors by offering exit strategies for those funding these innovative enterprises. The Transferee Company is engaged in providing services relating to financial products distribution and Broking and Depository Participant Business.
5. Rationale of the Scheme The Transferor Company and the Transferee Company are wholly-owned subsidiaries of 360 ONE WAM Limited. The amalgamation of the Transferor Company with and into the Transferee Company is to achieve, inter-alia, efficiency in administrative functions, it is proposed to amalgamate the Transferor Company with the Transferee Company. The amalgamation is expected to yield the following benefits:
(a) proposed consolidation of the business operations of the Transferor Company with the Transferee Company by way of amalgamation will therefore result into a more efficient utilization of capital assets, customer relationships and thereby create stronger base for future growth;
(b) assist in rationalizing the corporate structure and reduction of shareholding tiers;
(c) reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and Transferee Company;
(d) result in savings of administration and other costs associated with managing separate entities;
The amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the respective companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large. The Scheme does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be any reduction in amounts payable to the creditors of the Transferor Company or the Transferee Company, nor there shall be any change in terms with creditors which are adverse to their interest, pursuant to the sanctioning of this Scheme.
6. Consideration:
Upon coming into effect of the Scheme and in consideration for the Amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot to all the equity shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) in the following manner:
“1 (One) Equity Share having face value of INR 100/- each of DSL to be issued to the equity shareholders of MAVM for every 1 (One) Equity Share havin
