Rejection of Scheme of Merger - Objections from Income Tax Authorities
M & A Critique|June 2023
Indiabulls Real Estate Limited ("Petitioner Company /Transferee Company/IBREL) filed scheme of amalgamation of companies belonging to Embassy groupNAM Estates Private Limited ("NonPetitioner Company/ Transferor Company 1") and Embassy One Commercial Property Developments Private Limited ("Non-Petitioner Company/ Transferor Company 2") before the Hon'ble National Company Law Tribunal (NCLT) Chandigarh & Bengaluru Bench.
Surendra Rahalkar
Rejection of Scheme of Merger - Objections from Income Tax Authorities

IBREL's equity shares are listed on nationwide bourses while the other two entities are private entities pertaining to Bengaluru based Embassy Group. The transaction was peculiarly aiming to consolidate Embassy group with listed. IBREL. Application was filled by the respective companies in Bengaluru & Chandigarh bench. The Scheme has been approved by the Bengaluru Bench by order dated 22.04.2022 however been rejected by Hon'ble Chandigarh bench by order dated 09.05.2023.

Objections raised by A Shareholder of Indiabulls:-

There were few objections raised by a particular shareholder however Hon'ble NCLT dismissed the Objection citing the objector do not have 10% shareholding as required under the section 230[4] of the Companies Act 2013.

Income Tax objections:

i. Extract of letter found during search and seizure: - Embassy Group has acquired controlling stake in the listed company, M/S IBREL, to the extent of 42%. To the extent of 13% by way of purchase of equity directly from promoters of IBREL- Mr. Sameer Gehlaut and the balance 29% is supposed to be acquired by way of amalgamation of M/s NAM Estates Pvt Ltd and Embassy One Commercial Development Pvt Ltd [companies owned by the Embassy group) with IBREL.

ii. Incriminating material was seized, indicating the overvaluation of the assets of the Embassy group while transferring the same to the M/s. NAM Estates Private Limited and the same over-valued assets formed the basis for the valuation of the shares of NAM Estates Private Limited, which formed the basis for the shares swapping for amalgamation with IBREL.

iii. Extensive changes/restructuring of the amalgamating companies during the merger and post-merger preceded the scheme of amalgamation between M/s Nam Estate Private Limited (NEPL), Embassy 1 commercial property development Private Limited and M/s. India Bulls Real Estate Ltd (IBREL).

هذه القصة مأخوذة من طبعة June 2023 من M & A Critique.

ابدأ النسخة التجريبية المجانية من Magzter GOLD لمدة 7 أيام للوصول إلى آلاف القصص المتميزة المنسقة وأكثر من 9,000 مجلة وصحيفة.

هذه القصة مأخوذة من طبعة June 2023 من M & A Critique.

ابدأ النسخة التجريبية المجانية من Magzter GOLD لمدة 7 أيام للوصول إلى آلاف القصص المتميزة المنسقة وأكثر من 9,000 مجلة وصحيفة.

المزيد من القصص من M & A CRITIQUE مشاهدة الكل
Raymond Group continues Segregation of its Business Verticals
M & A Critique

Raymond Group continues Segregation of its Business Verticals

After successful demerger of \"Lifestyle Business,\" Raymond Limited announced yet another restructuring to unlock further value for stakeholders.

time-read
3 mins  |
August 2024
Ultratech Cements adds India Cement in its shopping cart
M & A Critique

Ultratech Cements adds India Cement in its shopping cart

India's Cement Industry is poised for consolidation. In recent past we have seen multiple large & small acquisitions in cement segment for consolidating positions.

time-read
3 mins  |
August 2024
Valor Estate Limited: "Diversification" to "Sepration" of Hospitality Business
M & A Critique

Valor Estate Limited: "Diversification" to "Sepration" of Hospitality Business

“From investments in hospitality business, the demerger transaction will enable VEL to start its construction in hospitality”

time-read
4 mins  |
August 2024
SIEMENS Energy to be a separate entity in alignment with global strategy
M & A Critique

SIEMENS Energy to be a separate entity in alignment with global strategy

Siemens AG announced its Vision 2020+ which included the spin-off of its Gas & Power [G&P) i.e., Energy Business into Siemens Energy.

time-read
5 mins  |
June 2024
Arvind Group separates its Advanced Material Business for independent growth trajectory
M & A Critique

Arvind Group separates its Advanced Material Business for independent growth trajectory

Advanced Material Business (AMD) of Arvind Limited focuses on advanced materials and caters to customer needs across the textile value chain, including specialty yarns, fabrics, and ready-made products.

time-read
3 mins  |
June 2024
Merger for bail-out from debt obligation
M & A Critique

Merger for bail-out from debt obligation

Ind Swift Limited (herein after also referred to as 'ISL' or 'Transferor Company') is engaged in the business of manufacturing of Pharmaceutical Products.

time-read
3 mins  |
June 2024
Batliboi Ltd. merging its associate company
M & A Critique

Batliboi Ltd. merging its associate company

Batliboi Limited has a history of collaborations with various foreign technical partners and has subsidiaries like Hydraulic & General Engineers Ltd. and Batliboi International Ltd. In March 2024, the board of Directors of Batliboi Limited accorded their approval for the merger of promoter owned private company with itself.

time-read
2 mins  |
May 2024
TVS Motors issuances of convertible preference shares as bonus instead of dividend
M & A Critique

TVS Motors issuances of convertible preference shares as bonus instead of dividend

Recently, well known auto manufacturer announced the issuance of preference shares as a bonus to all equity shareholders.

time-read
3 mins  |
May 2024
Aditya Birla Fashion & Retails Scheme to undo its consolidation
M & A Critique

Aditya Birla Fashion & Retails Scheme to undo its consolidation

Corporate restructuring saga continues for Aditya Birla Group.

time-read
5 mins  |
May 2024
Advent International to combine its listed & private entity business
M & A Critique

Advent International to combine its listed & private entity business

Recently, Advent International announced the merger of its privately held pharma company into recently acquired listed pharma company.

time-read
6 mins  |
April 2024