- (1.) The present Scheme is a Scheme of Arrangement and Amalgamation between Citrus Payment Solurions Private Limited ("Transferor Company") and PayU Payments Private Limited ("Transferee Company") and Their respective shareholders and partners ("the Scheme") . The Scheme proposes for amalgamation of the Transferor Company and vesting of the same with the Transferee Company. The learned Counsel for the Applicant Company states that the Applicant Company is engagaed in the business of providing aggregate online payment gateway solutions (B2B) that creates a link between the businesses organizations websites and the payment systems oi~ authorized payment system providers (such as banks. PPI payment system providers. etc.) . to various businesses/organizations selling goods and services or collecting money tor a specified purpose.
(2.) The Counsel for the Applicant submits that the Transferee Company acquired shares of Transferor Company at fair value in 2017. Currently. Transferee Company is the holding company of Transferor Company and holds 97.07% of its total share capital. The management of both the companies now believe that the businesses of the Transferor Company and the Transferee Company require a combined management focus, business strategies and synergies. With a view to achieve the above, it was agreed between the shareholders of the Transferor Company and the continuing shareholders of the Transferee Company, to consolidate the business of the Transferor Company and the Transferee Company which would benefit the respective companies and their stakeholders. Transferee Company wishes to consolidate the payment solutions business of Transferor Company and thereby derive operational efficiencies. While Transferor Company already has an E-commerce platform, technical know-how, customer relationships and trade names, it further needs resources and expertise to expand its business. Accordingly, it has been decided by the Board of Directors of both the companies to amalgamate Transferor Company with Transferee Company, by which companies will cross-leverage the payment businesses and thereby gain the following benefits: (a) Economic and operational efficiencies (b) Strengthened market presence across various modes of payments (c) Better access to the strong customer base in payment processing segment (d) Opportunity to cross leverage the brand value of PayU (e) Develop new products in payment process segment The proposed amalgamation will also: a.) enable consolidation of the business and operations of the Transferor Company and the Transferee Company which will provide significant impetus to growth, enable synergies, reduce operational costs, increase operational efficiencies and greater focus and enable optimal utilization of various resources as the Transferor Company and the Transferee Company are engaged in the same line of business; b.) will result in reduction of overheads, administrative, managerial and other expenditure, and bring operational rationalization and organizational efficiency, and optimal utilization of various resources; c.) harmonization of reputation earned by Transferor Company over substantial period of time with that of Transferee company for the purpose of effectively carrying the business acquired under the Scheme; d.) lead to a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Company and the Transferee Company and also avoid duplication of administrative functions and eliminate multiple record-keeping; and e.) be in the best interests of the various shareholders, creditors, employees and other stakeholders of the Transferor Company and the Transferee Company. as it would result in consolidation of the enhanced market value and market share of the Transferor Company along with the Transferee Company and would result in enhancement of shareholder value and would enable the management of the Transferee Company to vigorously further pursue revenue growth and expansion opportunities. In view of the abovementioned reasons, it is considered desirable and expedient to implement the proposed scheme of amalgamation.
(3.) That the meeting of the Equity Shareholders of the Applicant Company be convened and held at 32, Viraj Building, SV Road above HDFC Bank, Khar West. Mumbai, Maharashtra. 400052. India on 15th January 2018 at 1:30 P.M. for the purpose of considering and, if thought fit. approving with or without modification(s) the proposed amalgamation embodied in the Scheme of Amalgamation of Citrus Payment Solutions Private Limited and PayU Payments Private Limited and their respective shareholders.;