Woodland Telecommunications Ltd., listed with National Stock Exchange, is willing to acquire the business of Iron Finance Ltd., a Non-banking Financial Company listed with BSE through a scheme of arrangement in terms of

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · December 2020
Woodland Telecommunications Ltd., listed with National Stock Exchange, is willing to acquire the business of Iron Finance Ltd., a Non-banking Financial Company listed with BSE through a scheme of arrangement in terms of Companies Act, 2013. Woodland Telecommunications Ltd. has an outstanding loan of ₹2,000 crore from ICICI Bank. Combined assets post merger would be ₹10,000 crore. Suggest the list of approvals required for getting the scheme of merger considered by the Tribunal.

Answer & Explanation:

For a scheme of compromise or arrangement to be approved by the Tribunal, it needs to be accompanied by the approvals obtained from different Regulatory Authorities in terms of the prescribed rules. The list of approvals required for getting the scheme of merger considered by the Tribunal would include: Board of Directors' Approval: Approval by the Board of Directors of both Woodland Telecommunications Ltd. and Iron Finance Ltd. Shareholders' Approval: Approval by shareholders of different classes in separate meetings, as per Section 230 of the Companies Act, 2013 (i.e., three-fourths in value of the creditors or class of creditors or members or class of members, as the case may be, present and voting). Creditors' Approval: Approval by creditors of different classes in separate meetings, as per Section 230 of the Companies Act, 2013. Given the outstanding loan of ₹2,000 crore from ICICI Bank, their approval as a financial creditor would be crucial. Stock Exchange Observation Letter: Since both Woodland Telecommunications Ltd. (listed with NSE) and Iron Finance Ltd. (listed with BSE) are listed companies, an observation letter from the concerned Stock Exchanges (NSE and BSE) would be required. Competition Commission of India (CCI) Approval: The combined assets post-merger would be ₹10,000 crore. This value likely exceeds the threshold limits specified under the Competition Act, 2002 (Section 5 and relevant notifications), thus requiring approval from the CCI. Reserve Bank of India (RBI) Approval: Since Iron Finance Ltd. is a Non-banking Financial Company (NBFC), specific approvals from the RBI may be required, especially concerning the change in control or ownership of an NBFC. Other Regulatory Approvals: Regulators' approvals specific to the business of the concerned companies may also be required, if the circumstances demand. For a telecommunications company, approvals from the Department of Telecommunications (DoT) or Telecom Regulatory Authority of India (TRAI) might be necessary depending on the nature of the merger and licenses involved.

Topics: Companies Act, 2013

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