The court sanctioned an amalgamation scheme under Sections 230-232 of the Companies Act, 2013, affirming the merger's legality and fairness, consolidating two corporate entities into one.

ORDER

Per: Coram

1. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme/Petition nor has any party controverted any averments made in the Petition.

2. The sanction of this Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘Rules’) to the Scheme of Amalgamation (by Merger by Absorption) of Macrofil Investments Limited (‘Transferor Company’) with Nowrosjee Wadia & Sons Limited (‘Transferee Company’) and their respective Shareholders (‘Scheme’).

3. Learned Counsel for the Petitioner Companies submits that the Transferor Company is a subsidiary of the Transferee Company, and registered with the Reserve Bank of India as a Non-Banking Financial Company having registration no. 13.00194, and is engaged in the business of carrying out investment activities such as to buy; underwrite; invest in; acquire, in any manner; hold, sell or dispose of shares, stocks, debenture, debenture stock, bonds, obligations, and securities and the like.

4. Learned Counsel for the Petitioner Companies submits that the Transferee Company is engaged in the business of acquiring shares, stocks, debentures, debenture stock, bonds, obligations, or securities, by original subscription, tender, purchase, exchange or otherwise, and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof.

5. Learned Counsel for the Petitioner Companies submits that the rationale behind the scheme is as under:

i. The Transferor Company and the Transferee Company belongs to the Wadia group of companies and in order to consolidate and effectively manage the Transferor Company and the Transferee Company in a single entity and to achieve inter-alia economies of scale and efficiency, the amalgamation (merger by absorption) is being undertaken and the Transferee Company shall instead carry out the objects of the merged entities as the successor of the Transferor Company.

ii. The amalgamation (merger by absorption) of the Transferor Company with the Transferee Company would inter alia have the following benefits:

a) Simplification of the group structure of Nowrosjee Wadia & Sons Limited as a result of the consolidation of Macrofil Investments Limited being its subsidiary;

b) Operational synergies to the combined entity, such as rationalization of common programs, which can be put to the best advantage of the public at large;

c) Cost savings, which are expected to flow from more focused operational efforts, standardization and simplification of business processes, its improvements, improved procurement and the elimination of duplication of administrative expenses and functions, resources, systems, skills and processes, reduce overall cost, improve synergies, enable the achievement of economies of scale, eliminate multiple record-keeping, provide enhanced flexibility in funding of expansion plans, promote management efficiency and optimize the resources of the amalgamated entity;

d) Carrying on and conducting the business more efficiently and advantageously, more productive and optimum utilization of various resources, strengthen its financ