ICICI LTD Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) THIS petition has been presented by ICICI Lid. under the provisions of Sections 391 to 394 of the Companies Act, 1956 ('the Act'), for the purpose of obtaining sanction of this Court to the arrangement embodied in the scheme of amalgamation of the petitioner/company, ICICI Capital Services Ltd. and ICICI Personal Financial Services Ltd. with ICICI Bank Ltd. The petitioner and two other companies are the transferor companies and they arc to be amalgamated with the ICICI Bank Ltd. , the transferee company. The petitioner company was incorporated on 5-1-1955 as a public limited company under the Indian Companies Act, 1913, The petitioner company was originally incorporated as the Industrial Credit and Investment Corporation of India Limited and its name was changed to ICICI Ltd, on 11-9-1998. The registered office of the petitioner company is situate at ICICI Towers, Bandra Kurla Complex, Mumbai-400 051. The present authorised share capital of the petitioner company is Rs. 69,50,00,00,000 divided into 1,600,000,000 equity shares of Rs. 10 each, 5,000,000,000 preference shares of Rs. 10 each and 350 preference shares of Rs. 10,000,000 each. The issued capital is Rs. 7,85,34,54,480 divided into 7,85,345,448 equity shares of Rs. 10 each and Rs. 3,50,00,00,000 divided into 3,50,00. 001 per cent preference share of Rs. 1,00,00,000 each. The subscribed capital is Rs. 11,34,86,24,831. 81 with the calls in arrears on the equity shares aggregating to Rs. 48,29,648. 19, ICICI capital was incorporated on 12-9-1994 as a public limited company under the Act. ICICI capital was originally incorporated as SCICI Securities Ltd. and its name was changed to ICICI Capital Services Ltd. on 9-9-1997, ICICI capital was originally a wholly-owned subsidiary or erstwhile SCICI Ltd. Consequent to the amalgamation of erstwhile SCICI Ltd. with the petitioner company in 1997, ICICI capital became the wholly-owned subsidiary of the petitioner company. The registered office of ICICI capital is situate at ICICI Towers, Bandra Kurla Complex, Mumbai 400 051. The present authorised, issued, subscribed and paid up share capital of ICICI capital is Rs. 5,00,00,000 divided into 5,000,000 equity shares of Rs. 10 each ICICI PFS was incorporated on 27-3-1997 as a public limited company under the Act. ICICI PFS was originally incorporated as ICICI Credit Corpn. Ltd. and its name was changed to ICICI Personal Financial Services Ltd. on 22-3-1999. The registered office of ICICI PFS is situate at ICICI Towers, Bandra Kurla Complex, Mumbai-400 051. The present authorised share capital of ICICI PFS is Rs. 1,50,00,00,000 divided into 1,50,000,000 equity shares of Rs. 10 each. The issues, subscribed and paid up capital of ICICI PFS is Rs. 5,00,00,000 divided into 5,000,000 equity shares of Rs. 10 each.

(2.) THE transferee company was incorporated on 5-1-1994 as a public limited company under the Act. The Transferee company was originally incorporated as ICICI Banking Corpn. Ltd. and its name was changed to ICICI Bank Ltd. on 10-9-1999. The registered office of the transferee company is situate at Landmark, Race Course Circle, Vadodara - 390 007, Gujarat. The present authorised share capital of the transferee company is Rs. 3,00,00,00,000 divided into 3,00,00,00,00 equity shares of Rs. 10 each. The issued, subscribed and paid up capital is Rs. 2,20,35,86,800 divided into 2,20,358,680 equity shares of Rs. 10 each.

(3.) THE petitioner has specified in the petition in detail the circumstances and the reasons that have necessitated the Scheme and the advantages of the amalgamation scheme.