IN RE Vs. HOME IDEA UPHOLSTERY PRIVATE LIMITED

JUDGEMENT

(1.) The present Scheme is a Scheme of Arrangement and Amalgamation between Citrus Payment Solurions Private Limited ("Transferor Company") and PayU Payments Private Limited ("Transferee Company") and Their respective shareholders and partners ("the Scheme") . The Scheme proposes for amalgamation of the Transferor Company and vesting of the same with the Transferee Company. The learned Counsel for the Applicant Company states that the Applicant Company is engagaed in the business of providing aggregate online payment gateway solutions (B2B) that creates a link between the businesses organizations websites and the payment systems oi~ authorized payment system providers (such as banks. PPI payment system providers. etc.) . to various businesses/organizations selling goods and services or collecting money tor a specified purpose.

(2.) The Counsel for the Applicant submits that the Transferee Company acquired shares of Transferor Company at fair value in 2017. Currently. Transferee Company is the holding company of Transferor Company and holds 97.07% of its total share capital. The management of both the companies now believe that the businesses of the Transferor Company and the Transferee Company require a combined management focus, business strategies and synergies. With a view to achieve the above, it was agreed between the shareholders of the Transferor Company and the continuing shareholders of the Transferee Company, to consolidate the business of the Transferor Company and the Transferee Company which would benefit the respective companies and their stakeholders.

(3.) That the meeting of the Equity Shareholders of the Applicant Company be convened and held at 32, Viraj Building, SV Road above HDFC Bank, Khar West. Mumbai, Maharashtra. 400052. India on 15th January 2018 at 1:30 P.M. for the purpose of considering and, if thought fit. approving with or without modification(s) the proposed amalgamation embodied in the Scheme of Amalgamation of Citrus Payment Solutions Private Limited and PayU Payments Private Limited and their respective shareholders.