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).
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Denne historien er fra June 2023-utgaven av M & A Critique.
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Themis Group to consolidate its operations
Themis Medicare Limited (\"TML\" or \"Transferee Company\") is engaged in the business of manufacturing of finished formulations and synthetic Active Pharmaceutical Ingredients (\"APIS\"). The equity shares of TML are listed on the Stock Exchanges.
Siyaram Silk Mills "Special Reward" to Shareholders – Shall Issue Preference Shares as Bonus Shares
Recently Siyaram Silk Mills Limited announced issuance of compulsorily redeemable preference shares as a bonus” to all the equity shareholders.
Cello Group's decides to simplify its corporate structure
Cello World Limited (\"CWL\" or \"Transferee Company\") is a company incorporated under the provisions of the Act.
Whether Long Term Capital Loss allowed in case of Share Capital Reduction?
Recently, Hon'ble the Supreme Court reiterated that reduction in share capital is covered under Section 2(47) of the Income Tax Act, 1961 and assessee is eligible to claim losses.
STRATEGIC MERGER SHALL CATAPAULT ASTER DM AS THE 3rd LARGEST HOSPITAL CHAIN IN INDIA
\"The resulting merged listed entity will be called Aster DM Quality Care Limited\"
STAMP DUTY EXEMPTION ON TRANSFER OF SHARES AS PART OF MERGER OF SUBSIDIARIES
A Writ Petition was filed by Ambuja Cements Limited (hereinafter \"the Petitioner\" or \"ACL\"), challenging the imposition of stamp duty on a merger order under Article 23 of Schedule IA of the Indian Stamp Act, 1899 by Collector of Stamps, Delhi (hereinafter \"Respondent\").
Acquisition of Plastic Injected Moulding Business from Sundaram Auto helps Pricol Group to a leadership position in Auto Component Sector
Recently, Sundaram Auto Components Limited, a wholly owned subsidiary of TVS Motor Company Limited approved the sale of its injection moulded plastic component solutions division to Pricol Precision Products Private Limited, a wholly owned subsidiary of Pricol Limited, as a going concern on a slump sale basis.
Simplifying the Corporate Structure - Merger of Inox Leasing and Financing with Gujarat Fluorochemicals
The board of Directors of some of Inox group entities have approved a Composite Scheme of Arrangement which provides for first demerger of Wind business of Inox Leasing and Finance Limited being a promoter group entity into Inox Holdings and Investments Limited and subsequently, merger of remaining Inox Leasing and Finance Limited into Gujarat Fluorochemicals Limited to provide direct holding of listed company to the promoters.
Cement Sector Consolidation Continues: Orient Cement to be acquired by Adani Group's Ambuja Cement
The shopping spree for the Adani group seems to be unstoppable. Recently, Adani group announced yet another acquisition in the cement space. This time it is Orient Cement Limited.
ITAT held that the reserve created on amalgamation is capital in nature and not taxable as perquisite
Recently, the Income Tax Appellate Tribunal, Mumbai held that the reserve created on amalgamation is capital in nature and not taxable as perquisite.
