IN RE: IDFC LIMITED AND ORS. Vs. STATE

JUDGEMENT

(1.) These Company Petitions are preferred under sections 391 and 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (Demerger) between the Demerged company with the Resulting company and their respective Shareholders and Creditors and for a direction to file the sanction order to the Scheme with the Registrar of Companies, Tamil Nadu, within 30 days of the receipt of final approval from the Reserve Bank of India for undertaking banking operations under the Banking Regulations Act, 1949. The Scheme of Arrangement (Demerger) is annexed in Annexure 1 in both the petitions.

(2.) M/s IDFC Limited - the petitioner in C.P. No. 191 of 2015 is the Demerged company and M/s IDFC Bank Limited - the petitioner in C.P. No. 192 of 2015 is the Resulting Company.

(3.) From the records, it is seen that the demerged company, which was primarily engaged in the business of providing end-to-end project financing and other financial services, pursuant to the in-principle approval granted by the Reserve Bank of India, to fulfill the terms and conditions of the approval and other conditions set out by the Reserve Bank of India as well as the other applicable rules and circulars of the Reserve Bank of India and to transfer its relevant business activities, proposed under the Scheme to demerge its Financing Undertaking to the resulting Company, a Public Limited Company, which was established to carry out the business of banking.