The tribunal upheld the amalgamation scheme under the Companies Act, confirming all legal requirements were satisfied for approval.

ORDER

[PER: SANJIV DUTT, MEMBER (TECHNICAL)]

1. The present Company Application is jointly filed on 24.03.2025 by Value Vision Consultants Private Limited (hereinafter referred to as “the First Applicant Company/Transferor Company”) and V V Corporate Financial Services Private Limited (hereinafter referred to as “the Second Applicant Company/Transferee Company”) 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 (hereinafter referred to as “CCAA Rules”), seeking sanction of this Tribunal to the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective Shareholders (hereinafter referred to as “the Scheme”).

2. Heard the Ld. Authorised Representative for the Applicant Companies.

3. The registered offices of the Applicant Companies are situated in Maharashtra and thus, the subject matter of this Company Application is within the territorial jurisdiction of this Tribunal.

4. The Board of Directors of the Applicant Companies in their respective Board meetings held on 17.03.2025 have approved the Scheme. Certified true copies of the Board Resolutions passed by the Board of Directors of both the Applicant Companies have been placed on record.

5. It is submitted that the Appointed Date of the proposed Scheme of Merger is 01.04.2025.

6. The Transferor Company was incorporated on 04.01.2001 and is engaged in the business of advisory and consulting services relating to project development, technology, management, finance, investments, marketing, e-commerce, softnote and hardware, etc. It covers cost control, production, personnel, export/import, ratings, and certifications, etc serving government bodies, local authorities, trusts, scientific research centers, and development centres in financial and industrial administration. The Transferee Company was incorporated on 30.10.2009 and is engaged in the business of rendering services to entrepreneurs and business entities for setting up, formation, organisation, operation and management of business, profession, trade, industry, and commerce. It also provides commercial, legal, financial and management services as consultants, advisors and managers for matters arising out of business.

7. The rationale of the proposed Scheme is stated as under: -

“The amalgamation of the Transferor Companies with the Transferee Company would inter alia have the following benefits:

a. The merger will result in economies of scale, reduction in overheads including administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of resources;

b. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Companies and the Transferee Company;

c. Consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc;

d. Greater access by the amalgamated company to different market segments in the conduct of its business.

e. Achieving economies of scale and simplification of group structure.

f. Rationalisation and simplification of group structure.”

8. The Authorised, Issued, Subscribed and Paid-Up Share Capital of the Applicant Companies as on 31.03.2025 are as follows:

Subsequent to the aforesaid date, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Applicant