July 16, 2016
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Parties to the Case:
- Equitas Micro Finance Limited & Equitas Housing Finance Ltd. (“Transferor Companies”)
- Equitas Finance Ltd. (“Transferee Company”)
- Date on which assets and liabilities of the transferor company vest in and stand transferred to the transferee company
- Accounts on the appointed date form the basis for valuation of shares and determination of share exchange ratio
- Appointed date is relevant for the purpose of assessment of income of the transferor and transferee companies.
- Date on which scheme is complete & effective i.e. certified copy of the High Court order is filed with Registrar of Company or last of the approvals is obtained
- From the effective date amalgamation becomes effective and transferor company stands dissolved.
- The Scheme did not fix the “appointed date”, and that, its definition was tied in with the definition of the “effective date”. Further, the effective date was defined to be the working day immediately preceding the date of commencement of business of bank by the proposed SFB. A concern was also raised that there was no clear date fixed in the Scheme, which would work as the effective date;
- The share-exchange ratio was being arrived at based on the book value of the shares of the Transferor Co. 1 and Transferor Co. 2 as on the effective date; and
- The Scheme which envisaged dissolution of the Transferor Company.