Ina Malhotra, Member - (1.) Heard counsel for the Petitioner Companies. No objector appears before this Tribunal to oppose the Petitions and the Scheme nor has any party controverted the averments made in the Petitions.
(2.) The Advocate appearing for the Petitioner Company states that the Petition has been filed to seek sanction to the Scheme of Amalgamation of Rabo India Finance Limited ("Transferor Company") with Rabo India Securities Private Limited ("Transferee Company") (together referred to as the "Petitioner Companies") with their respective shareholders and creditors ("Scheme"), pursuant to the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act. 2013.
(3.) The Transferor Company is engaged inter alia in the business of corporate lending, advisory and treasury operations i.e. investment activities in government security and funding & gapping of corporate loan products and also offers sector specific solutions with a special focus on media and internet, food and agri business, telecom, life sciences, renewable energy & carbon credits and corporate finance. The Transferee Company is engaged, inter alia, in the business of merchant banking and services related to corporate advisory, mergers and acquisitions and equity capital markets and is registered as Merchant Banker by Securities Exchange Board of India. The shares of the Petitioner Companies are not listed on any stock exchange. The Learned Advocate for the Petitioner Companies says that the background, circumstances, rationale and significant benefits of the Scheme are as under: that as the Transferor Company and the Transferee Company are part of the same group of companies i.e. the Rabobank group (the "Rabobank group"). The Transferee Company is a wholly owned subsidiary of the Transferor Company. As a part of the Rabobank group reorganization and entity rationalization programme, it is the Rabobank group's preference to operate through as few entities as possible. As part of this internal restructuring process, the Rabobank group desires to consolidate its businesses in India and streamline its corporate structure by undertaking the amalgamation, which will lead to reduction of shareholding tiers and simplification of shareholding structure. Additionally, as a long term focus, it is expected that the group will further its focus in corporate advisory through Transferee Company and scale down its lending activities. Accordingly, the Transferee Company and the Transferor Company intend to reorganise, consolidate and integrate the Transferor Company's operations with the activities of the Transferee Company to focus on providing corporate advisory business through the Transferee Company. The Scheme will also benefit the group to achieve flexibility in terms of personnel deployment, recruitment and retention of personnel, leading to better administration and reduction of managerial overlaps; achieving operations efficiency and cost minimization; to avoid confusion in the market place; and also enhancing its ability to compete effectively in the highly competitive market in India by addition of assets accruing benefits of scale and translating into increased business opportunities and reduced expenses. The Board of Directors of the Transferor Company and the Transferee Company, have approved the said Scheme by passing their respective board resolutions which are annexed to the Petitions.;