1) The sanction of this Tribunal is sought under Section 230-232 of the Companies Act for the Composite Scheme of Arrangement by way of Scheme
of Arrangement (hereinafter as “Schemeâ€) between Unilight Insurance Brokers Private Limited (hereinafter as the “Transferor Companyâ€)
and M/s. Unilight Reinsurance Brokers Private Limited (hereinafter as the “Transferee Companyâ€) and their respective shareholders.
2) The respective Board of Directors of the Applicant Companies passed a Resolution on 08.08.2019, respectively, and approved the proposed
Scheme.
3) The Transferor Company is incorporated under provisions of the Companies Act, 1956 on 05.11.2011 and having its Registered office at Cama
Chambers, 1st Floor, Above Welcome Restaurant Nagindas Master Road, Mumbai- 400 023, Maharashtra, India. The Transferor Company is inter
alia engaged in the business of acting as a Direct Insurance Broker as per Insurance Regulatory and Development Authority of India (Broker
Regulation), 2018.
4) The Transferee Company is incorporated under the provisions of the Companies Act, 2013 on 01.11.2013 and having its Registered office at 1st
Floor, Cama 23, N Master Road, Fort Mumbai-400001, Maharashtra, India. The Transferee Company is inter alia engaged in the business of acting as
a Reinsurance Brokers as per Insurance Regulatory and Development Authority of India (Broker Regulation), 2018.
5) The Counsel submits that the Transferor and Transferee Company are engaged in the business of Insurance Broking and Re- Insurance Broking
services respectively.
6) The Counsel for the Applicant Companies further submits that the rationale for the Scheme is as under:
a. In accordance with Insurance Regulatory and Development Authority of India (Insurance Brokers) Regulations, 2018, an Insurance
Broker can now carry out the business as an Insurance/direct broker as well as Reinsurance broker by obtaining Composite License which
was earlier not permitted by the IRDA Regulations. Further, with a view to maintaining a simple corporate and shareholding structure and
eliminating duplicate procedures, it is desirable to merge UIBPL into URBPL. The amalgamation of UIBPL into URBPL will enable effective
management and unified control of operations, economies in administrative and managerial costs and reduce multiplicity of records and
legal and regulatory compliances.
b. This Scheme inter-alia provides for the transfer and vesting of whole business undertaking of the Transferor Company to the Transferee
Company.
7) The Learned Counsel for the Applicant Companies states and submits that all the Equity Shareholders of the Transferor Company and the
Transferee Company have given their individual consents by way of No Objection Certificates and therefore it is prayed that the meeting of the Equity
Shareholders may be dispensed with.
8) It is further submitted that the Transferor Company does not have any Secured or Unsecured Creditor and therefore the question of holding
meeting with the Secured or Unsecured Creditor does not arise.
9) It is further submitted that the Transferee Company does not have any Secured Creditor and therefore the question of holding meeting with the
Secured Creditor does not arise. As far as the Unsecured Creditors of the Transferee Company are concerned it is further submitted that the
proposed Scheme does not seek any arrangement with such Creditors and hence, it is proposed that the Transferee Company will issue individual
notices to each of its Unsecured Creditor and will seek representation, if any, from such Unsecured Creditor within 30 days from the receipt of such
notice by such Creditor.
10) That, in light of the individual consents by way of No Objection Certificates of the Equity Shareholders of the Transferor Company the
requirement of the meeting of the Equity Shareholder of the Transferor Company is hereby dispensed-with. That, in light of the individual consents by
way of No Objection Certificates of the Equity Shareholders of the Transferee Company the requirement of the meeting of the Equity Shareholder of
the Transferee Company is hereby dispensed-with.
11) That, as submitted by the Learned Counsel herein above, the Transferor Company does not have any secured and Unsecured Creditor so question
of issuing of notice does not arise.
12) That, as submitted by the Learned Counsel herein above, since, there are no Secured Creditor in the Transferee Company the question of holding
meeting or sending notice does not arise and the said requirement is hereby dispensed-with.
13) That, as submitted by the Learned Counsel herein above, the Transferee Company is directed to issue individual notices to its Unsecured Creditor
at their respective registered offices or at their last known addresses or by registered post or speed post or by courier or by e-mail or by hand delivery
that such Creditor shall submit its representation, if any, over the proposed Scheme within 30 days from receipt of such notice, before this Bench with
an advance copy to the Transferee Company.
14) That, the Transferor Company having PAN: AABCU4077H is further directed to serve notices along with copy of the Scheme, the explanatory
statement and the disclosures mentioned under Rule 6 of the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 upon: (i) Dy.
Commissioner of Income Tax, , Mumbai, where the Transferor Company’s Income Tax assessments are made, (ii) the Central Government
through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Commissioner of Goods and Services
Tax, Maharashtra and (v) Insurance Regulatory and Development Authority of India with a direction that they shall submit their representations, if
any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be
served upon the Applicant Companies, failing which, it shall be presumed that the Authorities have no representations to make on the proposal.
15) The Transferor Company is also directed to serve notice along with copy of Scheme upon Official Liquidator, Mumbai with a direction that the
Official Liquidator shall submit its representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal with
copy of such representations shall simultaneously be served upon the Transferor Company, failing which, it shall be presumed that the Authority have
no representations to make on the proposal.
16) That, the Transferee Company having PAN: AABCU6445K is further directed to serve notices along with copy of the Scheme, the explanatory
statement and the disclosures mentioned under Rule 6 of the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 upon: (i) Dy.
Commissioner of Income Tax, Mumbai, where the Transferee Company’s Income Tax assessments are made, (ii) the Central Government
through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Commissioner of Goods and Services
Tax, Maharashtra and (v) Insurance Regulatory and Development Authority of India with a direction that they shall submit their representations, if
any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be
served upon the Applicant Companies, failing which, it shall be presumed that the Authorities have no representations to make on the proposal.
17) The Applicant Companies are directed to publish a joint Public Notice intimating about the proposed Scheme in two local newspapers i.e. “Free
Press†in English and “Navshakti†in Marathi, having wide circulation in the State in which the Registered Offices of the Applicant Companies
are located with a direction to the concerned parties to represent with objections, if any, within 30 days from the date of the notice before this Tribunal
with an advance copy of the same to the concerned Applicant Company.
18) That the Applicant Companies to file Affidavit of service along with Compliance Report with the Registry proving dispatch of notices to the
regulatory authorities as stated above, and report to this Tribunal that the directions have been duly complied with.
19) The Applicant Companies to file an affidavit of service along with compliance report proving dispatch of the notices upon the authorities,
unsecured creditors and publication, within ten (10) days of the issue of such notices and to report to this Tribunal that the direction regarding the issue
of notices have been duly complied with.
20) Accordingly, this CA (CAA) No. 1092 of 2020 is hereby allowed and disposed of.
