NCLT Sanctions Merger of Sharekhan into Mirae Asset Financial Services to Comply with RBI Directive [Read Order]
The Tribunal directed the applicant companies to serve notices on various statutory authorities, including the Registrar of Companies and income tax authorities, and to publish advertisements in newspapers.
The National Company Law Tribunal (NCLT), Mumbai Bench, has approved the scheme of amalgamation between Mirae Asset Sharekhan Financial Services Limited and Mirae Asset Financial Services (India) Private Limited, primarily to comply with a directive from the Reserve Bank of India (RBI).
The scheme provides for the merger of Mirae Asset Sharekhan Financial Services Limited (the amalgamating company) with Mirae Asset Financial Services (India) Private Limited (the amalgamated company), both of which are registered with the RBI as systematically important non-deposit taking NBFCs. The amalgamation is being undertaken to comply with an RBI direction issued at the time of Mirae Asset Securities Co. Ltd.'s acquisition of Sharekhan, which required the group to surrender one NBFC's registration by March 31, 2026.
The NCLT noted that the applicant companies had received a no-objection certificate from the RBI and, critically, had secured consent affidavits from all their equity shareholders and creditors. Based on the unanimous consents, the NCLT dispensed with the requirement to convene and hold meetings of the shareholders and creditors of both companies.
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The Tribunal directed the applicant companies to serve notices on various statutory authorities, including the Registrar of Companies and income tax authorities, and to publish advertisements in newspapers. The companies have been directed to file the Second Motion Petition within 14 days to give the scheme final effect.
The tribunal held that the Applicant Companies shall serve Notice in terms of Section 230 (5) of the Companies Act, 2013. The Notice shall be served by Speed Post/ Courier or through email or through hand delivery along with copy of Scheme and state that "If no response is received by the Tribunal from the concemed Authorities within 30 days ofthe date ofreceipt ofthe notice it will be presumed that the concerned Authorities has no objection to the proposed Scheme".
It is clarified that notice service through courier shall be taken on record only in cases where it is supported with Proof of Delivery having acknowledgement of the notice.
“The Applicant Companies shall publish a joint advertisement, once each in "Business Standard" (Mumbai edition) in the English language and a Marathi translation thereof in 'Loksatta' (Mumbai edition) both circulated in Mumbai, at least 21 clear days before the meeting of the equity shareholders of Applicant Company 1, in the prescribed form CAA. 2, as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 convening the said meeting on such day, date, time and mode as aforesaid, stating that copy of the Scheme and the statement disclosing all material facts as required under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.”, the bench of Prabhat Kumar, Member (Technical) and Sushil Mahadeorao Kochey, Member (Judicial) concluded.
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