The court sanctioned the amalgamation scheme under the Companies Act, emphasizing compliance with statutory provisions and ensuring no prejudice to stakeholders.

ORDER

1. The present Application is for sanction of a Scheme of Amalgamation of CITOC Ventures Mauritius Ltd. (Transferor Company) with CITOC Ventures Private Limited (Transferee Company/Applicant Company) and their respective Shareholders (Scheme), under the provisions of Sections 230 to 232, read with Section 234 and other applicable provisions of the Companies Act, 2013 (Act), read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (CCAA Rules).

2. The Ld. Counsel for the Applicant/Transferee Company submits that the Transferor Company is a wholly-owned subsidiary of the Transferee Company. The registered office of the Transferor Company is situated in Rogers Capital Corporate Services Limited, 3rd Floor, Rogers House, No. 5, President John Kennedy Street, Port Louis, Republic of Mauritius. The Transferor Company has undertaken to separately follow the procedure required under the laws of the Republic of Mauritius viz., Mauritius Companies Act, 2001, and other applicable legislations.

3. The Transferor Company is primarily engaged in trading and consultancy services. The broad activities and functions of the Transferor Company are:

a. to engage in trading activities;

b. to provide consultancy services m the Polyester Industry outside Mauritius and India;

c. to provide consultancy services in the Polyester Industry to global business companies in Mauritius;

d. to hold investments in companies within the Polyester Industry should the right opportunity arise;

e. investing directly or indirectly in companies involved m the following sectors:

(i) Information and technology Media and entertainment

(ii) Protection of the environment, including sustainable energy, clean energy, etc. Funds that invest in global equity, both listed and unlisted.

4. The Ld. Counsel for the Applicant Company submits that the Share Capital of the Transferor Company and the Transferee Company (as on 31.03.2024), are as hereunder:

5. The Ld. Counsel for the Applicant Company submits that by virtue of the proposed Scheme, the Transferor Company is amalgamating with the Transferee/ Applicant Company. The said Amalgamation is in the nature of an Inbound Merger in terms of the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. The Ld. Counsel for the Applicant Company further submits that upon the proposed amalgamation of Transferor Company with Applicant Company, no shares of the Applicant Company shall be issued or allotted, or payment made in cash whatsoever, in respect of the shares held by the Applicant Company in the Transferor Company.

6. The Rationale of the proposed Scheme is extracted as hereunder:

a) The promoters of the Transferor Company and the Transferee Company/Applicant Company are the same and form part of the same CITOC group. Therefore, the Transferor Company, incorporated in Mauritius, is a 100% wholly owned subsidiary of the Transferee Company/Applicant Company.

b) Restructuring and reorganization of the overseas operations will ensure an optimized corporate structure and eliminate multiple layers as part of its group restructuring exercise.

c) The amalgamation shall result in simplification of the corporate structure leading to elimination of duplication of administrative and management cost.

d) The amalgamation shall result in concentrated effort and focus by the senior management to grow the busine